A Twist of Fate
by JL01
Summary: After Lee throws himself in the way of Lilly's bullet to save her, a distraught Carley is forced to take his place and care for Clementine under her wing. (AU, will feature Woodbury and extend beyond the ending of Episode 5.)
1. Heartbroken

**A/N:** The first chapter will be short, because this story will have not one, but two interlocking plotlines. Please read the A/N at the end of this first chapter for more details.

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**A Twist of Fate**

**Chapter 1**

**Heartbroken**

"Everyone out. _Now_."

After taking the lead and shoving the RV door open, Lilly walked out onto the road to assess just what had caused the vehicle to come to a grinding halt. Crouching down and looking at the bumper, she saw that a walker was jammed underneath, a trail of dark blood gushing from where its legs used to be.

"Kenny. Walker. Deal with it," she said coldly, clearly indicating that she was in no mood for soft talk.

"Whatever," Kenny replied contemptuously, shooting a narrow glare at Lilly who simply ignored him. "Just keep an eye out for any more of those fuckers while I clear this out."

Lilly quickly paced back and stopped in front of the door and waited for the others to show themselves. With the exception of Katjaa who remained in the RV with Duck in her arms, each came out with a look on his or her face that couldn't have been more contrasting to the other.

Lee's face expressed both sympathy and firmness at the same time: he more than understood Lilly's motives, but was greatly shaken by the outright hostility that she showed to everyone but the two young children, particularly to Carley and Ben. He walked to the front of the RV to briefly check on Kenny before coming back and facing Lilly.

Carley stepped out with an angry glare in her eyes, showing that she was more than fed up with Lilly's paranoiac behaviour. She crossed her arms in frustration after she stopped beside Lee, puffing furiously at the woman with whom her patience was wearing thin.

And as for Ben…

Ben delicately walked out the vehicle, every step he took so shaky and trembling that it seemed that he believed he was treading lightly upon a thin sheet of ice above bone-chilling water. His hands were noticeably shaking and his fingers twitching erratically, his lower lip vibrating eerily with fear.

And it was all the evidence Lilly needed.

"It was you, wasn't it?" she scowled, her eyes piercing into Ben's soul like daggers. Clementine quietly walked towards the open vehicle door and peered out, her heart beginning to pound with anxiety.

"I told you already it wasn't me! Chill the fuck out!" Ben insisted with a tremor in his voice. "It could have been anyone! Someone might have snuck in during the night and raided some food!"

"Do you think I'm stupid, punk?" Lilly snapped. "If someone 'snuck in during the night' don't you think that they would have simply stole our entire food stash? And didn't I specifically assign you to watch duty? You're either a fucking disappointment of a failure, or a traitor, and I'm guessing that it's the latter."

"Lilly, please, we don't need this!" Lee stood up for Ben. "We've got big enough problems as it is! Arguing isn't going to help us solve anything!"

"Shut up! Shut the _fucking _hell up, Lee!" Lilly screamed. "I've had enough of your politically correct bullcrap! You may be an arrogant son of a bitch when it comes to morality, but your fucking morality isn't going to count for _shit _if we all die because of it!"

"Pipe down a bit! I can't concentrate, dammit!" Kenny whined as he cautiously yanked at the incapacitated walker with his hands.

Reluctantly obliging Kenny, Lilly crossed her arms and growled at Ben. "You have until the count of five to confess. Do it, and I may be generous enough to leave you with a single pistol and six rounds before we take off without you."

"What the fuck! This is ridiculous, Lilly!" Carley protested. "Look at him! Look at what you're doing to him!"

But Lilly didn't care. "One…"

"Please! I swear in the name of God, I didn't do it! Honestly!" Ben begged, wrapping his head in his hands and looking down to the ground in anguish.

"Two…"

"Please, Lilly!" Clementine sobbed from the door. "Please don't do this! I like Ben – he's my friend!"

Lilly looked up with an icy gaze at Clementine, and did not budge. "Three…"

Lee yelled. "For Christ's sake, Lilly! We can deal with this later! Right now, we need to get a move on as soon as Kenny deals with that walker! We need numbers if we're going to survive out here!"

"Four…"

Fed up and not being able to take it anymore, Carley walked right up to Lilly and shouted in her face. "Okay! Fine! I did it!"

Lilly's eyebrows rose in curiosity. She had been more than convinced that Ben was the traitor, but could this possibly shed some light?

"Carley, what are you saying?" Lee asked.

Carley continued. "It was _me _who struck the deal with those bandits. One of them took me by surprise one night while I was standing watch over a section of the barricade wall. He held a gun to my head and threatened to drag me out into the forest, fuck me and then slit my throat, or get his entire gang to attack the place if I didn't agree to giving them a portion of food, medicine and drugs every week. Are you happy now?!"

Lee couldn't believe it. He trusted Carley with his life, and could not fathom for a moment the idea that Carley of all people could commit such an act without telling him about it. After she had confessed her love for him after three months and kissed him so tenderly on the lips before persuading him to reveal his past to the others, it felt utterly unrealistic to Lee that Carley would conceal such information about her alleged deal with the bandits from him.

Seeing that Ben's shoulders immediately slumped with relief, Lilly sprang him up in panic again with cold words. "You're not off the fucking hook yet, Ben."

"Fuck it, I've had enough of you, you psycho whore," Carley berated her. "You think you're some tough bitch, but all you do is boss all of us around and tell us what to do while you cram yourself in a corner and don't do jack shit. You want to see a real leader, then look at Lee or Kenny who lead by example. All you do is talk the talk, and never get your slut ass off your seat to actually make a real difference. Grow the fuck up, you little girl."

Lilly felt all hell boiling up inside her, such was the sheer hatred that she held for Carley at this moment. "That's it. I've had enough of you, too."

"Fine! Just hand me my pistol from the RV and I'll be on my way," Carley bravely said.

"…Who says you're going anywhere?" Lilly said, her voice now suddenly a silent whisper as she reached into her jacket pocket and pulled out the very gun that Carley had protected herself with until now. She raised it up gradually until the barrel was pointed straight at the forehead of Carley, who simply watched on in shock with her mouth agape, helpless to do anything.

"Carley!" Lee cried out, and immediately pulled her back by the hand. With a swift motion, he wrapped her firmly in his arms, turning around so that his back was facing Lilly as he dove forward in order to shield her by covering her with his body.

With her eyes fixed solely on the woman whose life she intended to end, Lilly lost concentration and fired, piercing Lee below his right shoulder. She and Ben watched on, frozen in shock, horrified by what she had done. Kenny, now having just dealt with the walker trapped under the RV, stared in stunned silence at Lee who was now unmoving while Carley was left sobbing and shaking his body.

But none were more horrified than Clementine, who watched the man she regarded as her guardian shot before her own eyes. Tears began to fall as she immediately rushed to Carley's side and tried to wake up the man whom they both dearly loved. There was still life in him, evidenced by him breathing very weakly through his mouth, and this left some small measure of hope for them, although it was fading fast.

"Ken! What's going on out there?" a terrified Katjaa could be heard crying out from inside.

"Stay where you are! Don't come out! Jesus!" Kenny answered, deeply shocked by what Lilly had just done.

"Kenny! Ben! For fuck's sake, someone help!" Carley wailed in desperation. But despite her pleas, both men found themselves unable to move, shocked by the chilling act of murder that Lilly had just committed.

And then...something snapped inside Kenny.

"Graaah!" he howled, seething in anger. He ran at Lilly like a mad bull and punched her hard in the gut. Lilly recoiled with a heaving gasp and fell backwards, the pistol sailing out of her grasp and landing beside Carley. Kenny stood menacingly over her with hateful eyes. It was only the fact that Lilly was a woman which prevented him from simply murdering her in cold blood for what she had done.

"You're not coming with us," he said. "You should die for what you've just done, and rightly so."

"Heh," Lilly scoffed, coughing up drops of blood which stained her grey top which she wore under her leather jacket. "I can say the same to you for killing my dad."

Mad as hell, Kenny kicked her hard in the side to further incapacitate her. Lilly rolled in agony, moaning and unable to rise. But then, hearing the growling and grunting of walkers coming in from the woods, Kenny rushed to Carley and Clementine who still wept for Lee.

"Come on, we don't have time! We need to go!" he yelled, putting the pistol into his pocket before pulling the two of them back to the RV.

"No! Fuck, Kenny, he's still alive!" Carley screamed, flailing her arms in the air in a vain attempt to reach for Lee as she struggled against the powerful hold of Kenny. Clementine could only helplessly sob as a person dear to her heart was left at the non-existent mercy of the walkers.

"We need to go _now_, and that's final!" Kenny shouted. "Ben, get your ass inside, now!"

Ben immediately followed the order that was given to him and rushed into the RV. Kenny hastily lifted Clementine up and handed her to Ben, who then took her back to her seat. With a broken heart, Carley finally entered the vehicle after Kenny, looking tearfully one last time at the motionless Lee before shutting the door behind her.

As Kenny took the wheel and the RV took off once more, Carley collapsed onto the seat beside Clementine, who held her warmly in order to share in what small, meaningless comfort they could. Ben sat opposite them across the table, his head wrapped in his hands in a mournful silence.

"He's…he's gone," Clementine wept into her friend's jacket as Carley wrapped her arms around her. Kenny could be heard mumbling something to Katjaa as he drove, presumably telling her what had happened.

"I know, honey…I know," Carley shed tears of sorrow.

"I love him…I miss him so much already."

"So do I, Clem…So do I." Carley caressed Clementine's hair, laying a soft kiss on the head of the young girl whom she now regarded as a daughter to her after spending months at the motel and growing close with Lee.

"He's gone now. What are we going to do?" Clementine looked up imploringly at Carley. Where once the sight of Carley's assuring dark brown eyes and her beaming smile was enough to convince her that everything was going to be alright, Clementine was now frightened beyond belief.

"I'm going to take care of you, that's what I'm going to do," Carley said, feeling her heart strengthen as she uttered those words. "Lee gave his life to protect me. He would have done the same in an instant if it was you who was in danger. I _will _protect you, Clementine; even if it means having to give up my own life if the situation calls for it. That's what Lee would have done, and I'm going to stay true to his wish."

Ben looked mournfully up at Carley for a moment, wishing that he could have the fibre in him to say what she had just said. But knowing that he did not, he looked down again in sorrow.

"Carley?" She suddenly heard Katjaa calling her name from the front. From the tone of the older woman's voice, Carley knew it was something serious.

"I'll be right back, sweetheart. Just…try to get some rest," Carley said and rose, kissing Clementine softly on the forehead. She walked over to Katjaa, who held Duck in her arms, and looked down to see, to her horror, a sight which only served to further sink her heart after what happened to Lee.

"He was bitten at the motor-inn while we were making our escape," Katjaa sighed.

"Oh my God," Carley gasped, holding her hand to her mouth. "Is there…is there anything I can do?"

"Is there anything _anyone _can do?" Kenny said spitefully through gritted teeth. "We have_zero _medicine in this RV, and we have a piss of an amount of food until we get to Savannah."

Fresh tears seeped out the sides of Carley's eyes. She couldn't bear to contemplate losing Clementine, a child she regarded as her own even though she was completely unrelated to her by blood. But to be faced like Katjaa and Kenny with the inevitable prospect of losing one's own flesh and blood felt simply unbearable.

"I'll keep an eye on him and do what I can for now," Katjaa sighed. "I will appreciate any and all help you can give us."

Carley then looked scornfully at Kenny, still angered by him pulling her away from Lee while she was trying to help him. Sensing her silent gaze, Kenny responded.

"Look, I did what I did in order to save us all. Lee was shot, and he would have turned just as that teacher turned when we brought him into the motor-inn," Kenny defended himself.

"And so you just left him behind?" Carley argued. "After all that he had done to help you and Duck? After he stood up for you against Larry who wanted to kill your son? After he put himself in danger to save Duck from walkers on Hershel Greene's farm?"

Kenny stayed silent, the frustration evident in his stubborn insistence at keeping his eyes looking forward to avoid Carley's gaze.

"As I thought," Carley said. "You're a coward. Nothing but a gutless coward."

"And just what would you have done, then?" Kenny shot back just as Carley was about to turn back to tend to Clementine. "Would you have taken the risk of having Lee turn inside the RV and kill us all? Would you have put him down with your pistol in front of Clementine?"

Carley looked over her shoulder at Kenny, disturbed by the dilemma that his words caused within her. She was horrified when Lee told her of how Kenny ended Larry's life in the St. John's meat locker and thought ill of him for it, but now suddenly understood the logic behind his actions.

"One more thing," Kenny said. "Did you really do it?"

Carley stood still and gazed at Ben, who still sat with his face down upon the table, as she answered. "No. I didn't."

Without any more words, she left to rejoin Clementine, and found that the young girl had quickly fallen fast asleep in the short time she left her. Sitting down beside the child, she caressed Clementine's brow and leaned back in the soft seat. She closed her eyes and let sleep overtake her, dreaming of her lost love and all that could have been.

-o-

As Lilly watched the RV speed off into the distance, she was filled with an inexplicable amount of hatred. She utterly hated those who left her behind, especially the one who confessed to her betrayal and yet didn't pay any price for it. She hated the man who killed her father without even making an attempt to save him as Lee did. She hated the useless young kid who failed as a watchman, and even led her to believe that he was responsible for the missing food and supplies.

She looked around to see the herds of walkers closing in on her from every direction. Any other man or woman would have lost hope, but she didn't. She couldn't, for her father didn't raise her to be a quitter. Win or lose; those were the only two options available to her – she never surrendered.

Gritting her teeth, she got up on her feet, her body still aching from the beating Kenny had dealt her. She ran over to check on Lee, kneeling by his side to check his pulse, which was still well and truly present. Blood seeped from the back of his right shoulder: upon closer inspection, the wound was not overly serious, as the bullet pierced a point that was far from any vital organ. Nevertheless, there was always the risk that Lee's weight would bog her down and cause her to become overwhelmed by walkers. It was also possible that Lee could turn while she carried him along and attack her, overpowering her and ending her life.

But despite knowing all this and seeing the walkers draw ever closer, Lilly could not bring herself to abandon him. Not after he risked death in order to save her father.

"Dammit, you son of a bitch…," she whispered hoarsely. She took Lee's left arm and pulled it over her shoulder, then wrapped her right arm around Lee's torso to hold him up against her as she struggled onward into the woods, avoiding all the walkers which strolled her way.

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**A/N:** As I've mentioned at the top, this story will have two interlocking plots; one with the main group (Carley and the others) and Lilly & Lee. The next chapter will kick off with Carley's group, the one after that with Lilly and Lee, and so forth until they're (eventually) reunited again. Things will get interesting at that point, since it will be post-Savannah and Season 1.

I'm quite frustrated by the fact that I couldn't work around Clementine's parents being in Savannah, and the group having to go there. I always preferred being able to write up a completely new plot for any fanfic I write, but in this case, I'm facing a plot constraint due to the message that Clementine's mom left her in her home phone. However, I'll be free to write absolutely whatever I want after the group leave Savannah. And that's going to take a while…

For those of you who have already read my other Walking Dead fic, "Goodbye", this fic will not be connected to that one whatsoever. Lee will be with Lilly the whole time, and I can safely say to you in advance without any major spoilers that he won't be going to Savannah.

I'm currently working on two big Star Wars fics, "Heart of a Padawan" and "Torn", which are both huge and taking up a lot of my writing time. Updates for this fic as a consequence will be slow, but they will indeed be made from time to time until I finish "Heart of a Padawan" which is nearing completion, after which I'll have much more time for this one.

Please feel free in writing plot suggestions in your reviews, if you write them. With fics that are heavily AU, it actually helps us writers come up with potentially very interesting plot points, because it gives us a lot of possibilities to explore. With that in mind, please support **SummerTimeSadness1**'s Walking Dead fic, **A New Day**. It is without doubt the premier Walking Dead fanfic up to date.

Until next time!


	2. What Now?

**Chapter 2**

**What Now?**

Stirred by the rays of sunshine which shone against her face through the window of the RV, Carley awoke to find Clementine snuggled in her arms. A content smile could be seen on the young girl's face; something that was eerie given their current circumstances, as well as the fact that Lee was gone.

_Must be dreaming, the poor girl,_ Carley thought. Losing the man she loved so dearly like a father caused a deep trauma to develop inside her. Considering Clementine's young age, it seemed only natural that she would want to dream often, so as to provide herself with whatever temporary respite to keep a hold of her own wits.

Feeling the gentle strokes of Carley's hands against her arms, Clementine slowly opened her eyelids, and her smile quickly faded into a glum and disappointed frown upon realizing that the moment of pleasure she experienced was nothing more than a dream. She softly leaned her head against Carley's chest, and listened as her carer spoke to her.

"I'm sorry to have woken you, sweetheart," Carley apologized. "You looked like you were having a nice dream."

"I was," Clem said downheartedly. "I dreamed of Lee; that we were still together, the three of us."

"Well...so did I," Carley smiled, stroking the child's hair. Looking at the table, she saw that Ben was still fast asleep, with his head down against his arms at the table.

"You liked him, right?"

"Huh?"

"I was playing hide-and-seek with Duck one day when I saw the two of you together on the balcony at the motel. You kissed him, didn't you?"

"I...er...," Carley stammered nervously, not knowing what to say. Then, knowing that Clem must have seen everything, she decided to tell the truth. "Yes, Clem. I loved him...so much. But he's gone now, and there's nothing I can do about it. The only thing I can do is take care of you."

"Where are we going now again?" Clem inquired. "My head still hurts, and I can't think that clearly."

"As far as I can tell, we're heading due east. I seem to remember this road from some time ago when I was on my way to Savannah to cover a news story. Must have been a few months back."

Clem's eyes lit up somewhat at the sound of the name. "Are we going to go find my parents? Do you...do you think they'll be ok?"

_No. They're most likely dead. Disemboweled, even. They're probably one of them by now. They don't have the slimmest chance._

Just how could she say such words to her?

Carley rested her left cheek against Clementine's forehead and spoke softly. "I don't know, honey. I can only hope and pray that they are."

The look on Clementine's face told Carley that the young girl's optimistic disposition was not what it used to be, or that she was finally coming to grips with the truthful reality that stared her right in the face, and only required her to open her eyes to see it for what it truly was.

"You didn't...you didn't actually do the things that you said you did, did you?"

Carleystroked Clem's brow. "No, Clem, I didn't. I was just scared for Ben. Lilly's been really depressed since losing her dad, and well...I just thought she might snap."

The young girl seemed to instantly believe her, as her faith in both Lee and Carley was immensely strong. "And...what about Lee? He's not dead, is he? He was still alive and breathing last time we saw."

"Lee is...," Carley trailed off, not knowing what to say. She buried her face in her hands and shook her head in anguish. "I don't know...I just don't know."

"I'm so worried about him. What if the walkers...Do you think Lilly left him behind?"

Forcing herself to regain her composure, Carley gave as straight a reply as she possibly could. "I hate to say this, Clem, but I think Lee is dead. I'm sorry. Walkers were closing in and Lee was unconscious, and Lilly couldn't have gone far if she took Lee with her. There were swarms of walkers, as well. Lilly herself probably never made it."

"I wish things were different," Clem wiped away a tear as she spoke. "Lee was always there to help me and Duck."

_Oh God...Duck,_ Carley thought, her deep brown eyes drowned with sorrow.

Looking around her immediate surroundings, Clementine then noticed that Duck was not with them, having not moved from being with his mother at the front of the RV. "Talking about Duck, what's wrong with him? He hasn't spoken in ages."

"He's...he's been bitten, Clem," Carley said dejectedly, not being able to bear telling any more white lies. "Duck is going to die." She spoke ever so delicately and quietly, so as not to even further dishearten Kenny and Katjaa.

"Just...just like that teacher who was brought to the motel from the woods?"

"Yes," Carley placed her hand on Clem's shoulder, "just like him. When the time comes, we're going to have to say goodbye to Duck, and...free him from his condition. So Clem, will you do me a favor?"

"What is it?" Clem replied glumly, holding onto Carley's hand which lay upon her shoulder.

"It's Duck last hours, so be extra nice to him. You know he's a good friend of yours - it's the least you can do."

Clem nodded. "Okay."

"That's my girl," Carley managed a small smile and kissed Clem on the forehead. "Why don't you wake Ben? I'm going to go check on Duck and Kenny, and-"

"For the love of...!" Kenny could be heard groaning from the front of the RV, and the vehicle soon ground to a halt.

"Wait here, sweety," Carley instructed Clem, and walked over towards Kenny. "What's the problem, Ken?"

"_That's _our problem," Kenny pointed his finger at the wrecks of a derailed train which stood directly in their path.

"There's no way to get around it?"

"Hell no," Kenny shook his head. "Just have a look around! Trees and debris everywhere, not to mention broken glass which'll punch holes into the tires if I try to take this thing around." He pointed sideways at a trashed car which's windows were completely smashed. A dead body could be seen inside, presumably having not turned due to instantly dying of trauma to the head the moment the car made contact with the train. "We'll just have to figure out a way to move that train out of the way. Might have some food and other supplies on board still if we're lucky."

Silently agreeing that Kenny's suggestion was for the best, Carley then turned to Katjaa. "How is he?" She placed her hand on Duck's forehead, which felt as hot as an oven, deeply worrying her.

"His temperature's rising," Katjaa sighed. "I don't know if there's anything we can do."

"Don't you give up on him - he's going to be fine!" Kenny insisted and turned off the engine. "Now follow me and we're going to have a look into this train. Carley, have your pistol ready for anything." He took the lead and walked towards the door, giving Ben a quick slap on the back of the head to jolt the boy's senses. Ben sat up dazedly after being woken and promptly rose and followed after Kenny towards the wreckage of the train.

"Duck, honey, are you okay enough to move?" Carley crouched down to Duck's eye level and caressed his cheek. The small child didn't - or couldn't - even look up at her eyes, having either not heard her words or was simply too lethargic to properly respond.

"He's getting weaker by the second. He can't even twitch his fingers," Katjaa bemoaned.

"Good God...," Carley sighed, placing her hand against Katjaa's in order to provide what small comfort came out of her condolences.

"Carley, please listen to me now," Katjaa said, and soon received Carley's undivided attention. "Right now, it's not my son I'm worried about. It's Ken."

"Huh? What do you mean?"

"I know what's going to happen and what we'll have to do when the time comes, and Duck probably does, too. But Kenny...he's distraught beyond belief. He knows that what happened to that teacher will inevitably happen to Duck, but he simply can't bring himself to accept that. So please, for now let's just give him time. But when we can no longer afford to wait, I want you to convince Ken for me."

Carley gave her a sympathetic look as she obliged. "Ok. We'll see what we can do for Duck for now."

Katjaa rose and helped the frail Duck get back on his feet. The child trembled and shook as he walked, his knees vibrating like a newborn lamb attempting to find its feet for the first time.

After making way for Katjaa to pass through with Duck, Carley took Clementine by the hands and spoke to her. "Clem, sweetheart, we're going to go see if there's anything we can do about that train that's blocking our path. Why don't you stay with Katjaa and Duck and keep them company?"

"Okay," Clem nodded weakly. They exited the RV together, Carley grabbing her pistol which lay on the table and holstering it as she left after Clementine. Approaching the train, they saw Kenny and Ben looking on at the wreck, seemingly clueless as to how they were going to solve their current predicament.

"So what are we going to do?" Carley asked.

Kenny grumbled. "Even if we do get the wreckage freed from the rest of the train that'll move, we still have to move the train. Shit thing is, the RV doesn't have that much gas left, and the radiator's starting to really heat up."

"We'll have to check where the train was headed, shouldn't we?" Ben suggested.

"Okay," Carley agreed, then turned to speak to everyone. "Ben and I will head to the conductor's carriage and see if we can check where the train was headed. Why don't the rest of you settle down a bit? There's a lot of brush and trees around here, so it'll prevent any walkers from creeping up on us."

Kenny merely grumbled. "Just because they can't creep, doesn't mean that shit won't get serious if a whole bunch of them come waddling in here. But anyway, t'sounds fair." He then took a brief, yet noticeably cynical look at Ben before turning around to head for some fallen tree logs. "Call me over if you see anything."

"Carley, if you find any food or water, I would really appreciate it," Katjaa said after sitting down on a log. "Duck's hungry and a bit dehydrated."

"Sure thing," Carley acknowledged, then gestured at Ben to come with her with a turn of her head, and took the lead. Once they were some distance from the others, she spoke to him, doing her best to keep her voice down and her frustration in check.

"I know it was you," she hissed.

"What? Not this again!" Ben shuddered, feeling all the more fearful as he knew that Carley currently possessed a pistol.

Carley looked scornfully at Ben, indicating that she was utterly torn in the inside due to what had happened to Lee. "I trusted you. I supported Lee's decision to bring you and your teacher back to the motor inn, and sided with Lee in agreeing that you should be allowed to stay with us, despite Lilly's protests. And how did you repay us, as well as my trust? By making that deal with those bandits and never telling us about it? Did it ever occur to you that we may one day have run clean out of drugs to give to them? Why the hell didn't you tell us in advance?"

Sensing that Carley couldn't be fooled, Ben broke down and finally admitted to the truth. "Okay! It was me! I did it because the bandits said they had one of my friends hostage! You don't know the horrible shit those monsters put our group through! They'd pick our classmates randomly and use the boys for target practice when they were drunk, and the girls were put through absolute hell by their leaders! They threatened to skin my friend alive if I didn't agree!"

"You're a fucking idiot, Ben. You thought that people like that would keep their word?"

"It wasn't just that! No walkers came across the motor inn because it was the bandits who killed them all before they came near! We would've run clean out of ammo if it wasn't for them!"

Carley withheld from a further verbal attack on Ben, as she herself now admitted inwardly that the group would not have been able to deal with an onslaught of walkers that would've come as a result of the noise that the sound of gunfire would have caused. Remembering that they also didn't hear any gunshots from far away while they were at the motor inn, she realized that the bandits had kept walkers away with bows and arrows, as Lee described them as using when Mark was wounded by them.

Still fuming, Carley spoke again. "I want you to remember that you're here with us right now only because I didn't want to further hurt Clementine's feelings. I should have told Kenny outright that you were the one who got us into this mess. He suspects you already, so tread carefully. Look after Clementine and you'll be fine; abandon her in any way or put her in danger, and you're a goner. Got that?"

"A...alright," Ben stammered.

Moving towards the driver's carriage to first check if the train was still operable, Carley and Ben climbed up the stepladder and approached the door of the driver's cabin. Peering through the glass, they could see that the front window was left with a nasty crack, presumably from the impact with a car. And yet, the breakage was small and its surrounding areas were splattered with blood that had dried and gone brown a long time ago. The absence of a corpse, coupled with some skiddish dark brown marks which lay directly under her feet, suggested to Carley that the poor driver had been dragged out and looted by whatever passers-by came before her and the rest of the group.

And if there had been passers-by, then that could only mean that they took off with whatever food or water was left...

"Fuck, we're too late," Carley said, slamming her hand against the metal frame of the door. "Someone must've been here already. Probably took all the food and water with them, as well."

Ben, looking over her shoulder and examining the evidence in the way Carley did, couldn't help but feel the same. "So what do we do now?"

"We have no choice - we have to try and see if there's any way we can get this thing fired up again," Carley said, opening up the door and stepping inside, only to instantly hold her hand to her nose in reaction to the utter stench that flooded her nose.

"Christ, the smell," Ben groaned, doing the same with his hand.

"Ben, see if you can find any way to get the train started at all. Don't touch anything yet, though," Carley instructed, and then moved forward to check the driver's seat as well as the controls which lay before it. On the seat was, much to her pleasant surprise, a map. Upon studying it, she came to the conclusion that the train was bound for Savannah, just where they were headed already.

"My god, this could be it," she said.

"Could be what?" Ben stood up after crouching down to check on some compartments. But upon standing up, his leg brushed against a small yellow blinking switch, causing the entire train to stir with a hissing noise.

"Ben! What the fuck!" Carley provoked him. "You could attract the walkers!"

"It's just the brakes! Don't get so jumpy!" Ben insisted.

After settling her nerves down, Carley decided to give Ben a break. "Alright, so you've gotten that one right. But we still have to figure out how to actually get this thing started up. And remember, we don't have much time: things might be fine now, but walkers can pop out of nowhere when you least expect it."

"Why don't we just have a go at pushing some more buttons? Maybe we'll get lucky," Ben shrugged.

"No," Carley snapped. "Don't get all cocky after pushing one button right. Push the wrong one and you may very well overload the entire engine with pressure and blow us all to bits!"

"Geez, no need to get hysterical," Ben whined.

"Find a manual, instructions, _anything_ at all," Carley hastily said, placing the map on top of the control panel as she initiated her search with Ben's help.

Moments later, they jolted up and immediately faced the door as they heard it swing open, finding to their relief that it was just Kenny.

"Christ, this thing actually still works?" he remarked. "Thought it might have been busted for good after seeing the wreckage of the cars in front of it."

"Yeah. Shit thing is, we still haven't found just how to make it work," Carley bit her lip. "At this rate, we might be forced to make tracks on foot instead of car or rail."

"No, we can't give up now. We've gotta keep on going!" Kenny said enthusiastically, sitting down on the driver's seat and peering at the controls. "Wow, is this a map?" he gasped, taking notice of the paper which lay before him.

"Sure is," Carley nodded. "Seems like this train is headed for Savannah."

"This might just be it!" Kenny was filled with hope. "If we can just make it to the town, we can find a boat and make our way to somewhere safer."

"Uhh Ken...don't you think we should do something about...about Duck?" Carley inquired.

Kenny replied stubbornly. "What about him?"

"He's getting sicker by the minute, and-"

"He's gonna be fine! You hear me? We don't know shit about it, Carley, so stop bothering me about it and try to find a way to start this thing up already!" Kenny snapped, showing that he was clearly in no mood for a discussion.

"Doesn't seem like there's anything that'll help us in here," Ben shrugged. "Why don't we open up the compartment itself and have a look?"

Carley breathed a sigh of frustration. If she did as Ben suggested, they could soon be dealing with a broken-down train that would never work. If she did nothing, then they would still be faced by an inoperable train.

There was nothing to lose by trying.

"Fine, Ben; we'll have a look into it," Carley agreed and followed Ben who opened up the door once again.

"Oh by the way, forgot to tell you this," Kenny stopped them momentarily, "there's some people I think you should meet outside. One had food and water he handed to Katjaa and Duck. They seemed trustworthy enough, but...you know where I'm getting at."

"...Other people?" Carley said as she and Ben looked at each other.

"A rather old-looking fella and a couple who say they're from San Franny. Ask them if they know anything about this train."

Heeding Kenny's advice, Carley and Ben decided to return to where the others were seated on the logs. Sure enough, they say that opposite Katjaa and crouching down to see Duck were a dark-haired man and an African-American woman who appeared to take a great interest in the wellbeing of the now undeniably (with the apparent exception of Kenny) dying child. The older man whom Kenny spoke of was seated next to Clementine, who contently chewed on a biscuit which was presumably given to her by him.

"They seem harmless and trustworthy enough. Should we trust them?" Ben questioned.

Carley spoke quietly, her heartbeat starting to quicken. "I don't know...If there's anything I've learned up till now, and especially after what happened with the St. John's, it's that we can't be willing to take chances like this without caution."

"But what choice do we have, though? We're clueless as to how to run the train. Maybe they can help us?"

"You're gonna have to ask them about more than just pushing random buttons," Carley joked. Approaching the old man who was seated next to Clementine, she silently swallowed nervously before opening her mouth to speak, only to be beaten to it by the stranger.

"Howdy," he said. "Name's Chuck. Or Charles; whichever you'd prefer."

"Carley," she introduced herself, then instinctively sat next to Clementine, rubbing the young girl's arms due to the slightly chilly winds which blew against them. "Who are you? How did you come to be here?"

"Already told you my name; that should be enough," the man shrugged. "As for why I'm here, well...I just am. Feet takes you places."

Looking sideways, Carley could see that Duck was nibbling very weakly at another biscuit, Katjaa feeding him food and water as if he was just a newborn baby. "You gave the kids something to eat?"

"Sure did." Chuck took a worrisome look at Duck: he could see that the child didn't have much time left. Peering back at Clementine, he spoke to Carley. "She your daughter?"

Carley answered. "You..._could_ say that, I guess. In a way."

"Figures," Chuck said. "Well, that's enough from me for now. Why don't you make comfortable with those two over there?" He pointed his head towards the man and woman who were still busy occupied with Duck.

"Be right back, honey," Carley squeezed Clementine's hand and made her way to Katjaa and Duck. Ben sat himself down where Carley was, and soon struck up a conversation with Chuck.

Seeing Carley approach, Katjaa sighed and shook her head. "He's growing weaker. I...I just don't know how I'm going to say it to Ken."

"He's going to have to be told at some point," Carley said dejectedly, then turned her focus to the strangers who looked up at her with mournful looks on their faces. "My apologies. I'm Carley."

"Omid."

"And Christa," they replied with sympathetic tones, giving Carley the initial impression that they could indeed be trusted. But then again, it was the same with the St. John's...

"Kenny tells me that you're from San Francisco," Carley continued to strike up the conversation.

"Yeah. We were holidaying here in Georgia, and then...well...shit happened," Christa moaned.

"Freaks me out. It's like living out our own version of 28 Days Later," Omid said rather humorously.

Carley took a wincing look at Omid, finding his sense of humor to be odd indeed.

"Don't worry about him; he does that," Christa informed her, then looked back at Duck. "But God...poor kid..."

"Kids must be a rare sight for you these days, huh?" Carley guessed.

"Sure are," Omid nodded. "It kills whenever you see any kid fall victim like this. We've seen some horrible stuff in our time. Kids died and turned at times because they had gotten lost and separated from the others. Some people even left the kids behind because they thought they would be a burden. Sickening stuff."

"So how did you guys come to be here?"

Christa spoke. "We've been walking for days on end. We decided that cities were just too dangerous to stick around in, so we gathered what food and water we could and made for the countryside. Lucky for us, we ran into Chuck and his train here before we ran clean out of supplies."

"'His train'?" Carley raised an eyebrow.

"Says so himself," Omid shrugged. "Of course, he can't be the conductor, since the guy is long dead."

"I need to ask him if he knows how to get the train moving," Carley said. "We're trying to find our way to Savannah."

"Savannah? Are you...are you serious?" Christa shuddered noticeably.

"Something wrong?" Carley asked.

"It's...it's just a hunch. After all, it's a city, and every city we've been to has been crawling with the dead," Christa explained.

"We have no choice; we need to find a boat for ourselves," Carley stated.

"You say somethin' about moving the train?" Chuck asked from behind them, having presumably heard the details of their conversation.

Carley turned around. "Yeah. Do you know how?"

Chuck waggled his head to and fro. "I might."

"What do you mean you 'might'?" Carley said with slight frustration. "So does that mean you can help us get the train going or what?"

"So...off to Savannah, huh? Don't quite like the idea, though," Chuck noted. "Nor the fact that it'd involve moving this home of mine."

"Erm...could you...please...?" Clementine requested, gaining Chuck's attention. "My parents are in Savannah, and...I'd really like to see if they're ok."

Chuck sighed. "Well, how could I say no to that face? Besides, I'd be running out of supplies myself in a few days' time anyway. Better get this bucket of bolts on the movin' again. Wait here." He rose to his feet and walked towards the train with heavy steps. He pulled out from within his jacket a spanner as well as a piece of paper which he studied attentively.

After taking a look over her shoulder at Chuck who started to get to work on detaching the wrecked parts of the train, Carley returned to Clementine's side and put her arms around the child. She had never been a mother before when she was still living her ordinary life, but now, months into the apocalypse, she regarded Clementine as the greatest treasure in her life and a daughter from whom she was inseparable.

"So...what do you think of Chuck, Omid and Christa?" Carley asked.

"I don't know...they seem nice enough, I guess," Clementine voiced her opinion. "Especially Christa. She's really nice to me and Duck. I think we can trust them."

"You really think so?"

"Yeah. I've learned a lot since we left the St. John's, but...I don't feel scared of these people."

"If you insist, hun," Carley said and rested her chin gently on Clem's head. A small smile escaped her lips as she heard in the distance Kenny complaining loudly at Chuck, presumably due to the fact that the old man hadn't revealed his knowledge about operating the train before. Moments later, the train churned and powered back to life, producing a tremendous amount of noise as Chuck turned around against the railing and waved a hand to the rest of the group, telling them to make their way on board.

"We should grab all our things that we need from the RV," Carley said, then spoke to Christa, having summoned up enough courage to trust her. "Christa, could you please help Katjaa get Duck onto the train? We'd really appreciate it."

"Of course," Christa obliged with a nod, then immediately moved to assist the older woman carry her son to the train.

"I'll help you pack your things, then," Omid offered, and Carley gladly accepted. "We should move quickly; there's no doubt that walkers would have heard the train starting up."

"You're right. Come on, Ben," Carley said as she led the way to the RV. After hastily grabbing all the supplies, ammunition, arms and personal effects they needed, they made their way into the box-car, outside which Kenny was waiting for everyone to get on board.

"Everyone here and got everything they need?" Kenny asked in a loud voice.

"Everything's ready, Ken," Carley said. "But..."

"But what?" Kenny narrowed his eyes.

"Duck...He's getting even worse now. I hate to say it, but we have to figure out what we're going to do if he tur-"

"He ain't. He's going to get better, and that's goddamn final!" Kenny growled. "Now get your asses on the train; we're moving out."

"Right, boss," Carley muttered as she helped Clementine get up onto the box-car. Ben and Chuck were sitting opposite each other with empty expressions, and Katjaa sat with her back against the corner wall, with Duck curled up in her arms and growing more frail by the second. Omid and Christa sat next to each other with their hands joined, looking fearfully and with great concern at Duck.

Once she sat next to Clementine with their legs hanging out over the open side of the carriage, Carley felt the train rumble beneath her and start to move ahead. A soft sigh escaped her lips as she heard the breaking of twigs in the distance, where a single walker could be seen ravenously walking towards them in vain.

Carley felt her nerves tinge a little as she felt Clementine's small hand rest gently on top of hers. Shifting her hand, she moved it to hold that of the little girl, praying with all her heart that no matter how dark things would get and how much sacrifices needed to be made, that her beloved child would never lose hope for herself and the future.

And besides, considering all that they had already lost, hope was all that kept them going now, wasn't it?

* * *

**A/N:** The next chapter will kick off with Lilly and Lee making their way through the woods immediately after they are abandoned by the main group. I'm afraid I haven't read the comics or watched the tv show to get a proper glimpse of Woodbury, but I actually prefer that I don't, since it may prevent me from being as creative as I would like, and I'll probably be distracted by some tiny details while not being original enough with my own story. Rest assured, I've got some plot twists set up for my own version of Woodbury.

I also intend to write the story for Savannah somewhat differently from what they did on the game, particularly when it comes to Crawford and its goons. The Walking Dead game, as well as the comics and tv show, have all shown that at times, people are to be more feared than walkers, and I want to accentuate that even more in the next Carley-group chapter which will come after the next one.

Also, with Crawford, I was somewhat dissatisfied at how the entire place basically fell after a small killing spree by Anna Correa (pregnant lady who refused abortion by Oberson), when the whole place was supposed to be filled with the fittest and most battle-ready people in Savannah who should have been more than able to deal with a few walkers within their midst. As such, I want the fall of Crawford and its leaders to be more resemblant of the short-term aftermath of the French Revolution, where Maximillien Robespierre was executed after the Reign of Terror. I figured that the only way such a place could fall was if there was total anarchy and civil war raging inside, and so that's what I'm going along with.

I'll have to write up updates for my ongoing Star Wars fics as well. So until next time, please leave your reviews!


	3. No Place To Hide

**A/N:** Can't believe it's been almost two months since I've updated this thing. It happens when you're busy with university studies and also have to juggle two other major ongoing fics, haha. So anyways, here's the next chapter, with Lilly and Lee. The next chapter will focus on Carley and the main group.

I'l probably tidy this chapter up at some later point in time. I've actually written this up between 11:30pm and 2:30am, so my brain feels dead and naturally I would have made some slips here and there. I wanted to get this update done, because I've gotten a lot of positive reviews in the two previous chapters.

Please leave your feedback in your reviews, if you would please. I'd actually love to see reviews containing guesses about the plot, as well as plot suggestions on your part. They really help a lot with these AU-style fics.

* * *

**Chapter 3**

**No Place To Hide**

_Keep moving…_

_Keep running…_

_Stop even for a moment, and you're dead._

Weaponless, and without another soul to be seen for miles, Lilly struggled through the woods and thick bushland, all the while barely managing to support Lee who was unconscious and unable to move on his own accord. Her arm was sore beyond belief and seemed to be merely seconds away from being pulled out of its socket, but her mind suppressed the throbbing pain that emanated from her right shoulder. Her military training had done her much good – she knew for certain that she would have died long ago if her father hadn't instilled an iron sense of discipline in her. The growling of the walkers who trailed merely fifty feet behind her only strengthened her resolve to carry on.

Even though days had passed since her father's death, she still couldn't get the image out of her mind. Part of her wished that she could have killed Kenny as well as Carley, but she knew that doing so would only destroy the lives of his innocent wife Katjaa, and tender son Duck. Kenny could count himself to be fortunate that he still had his family around with him.

She could still remember the words her father left engraved in her mind as she stood dressed in black, awash with tears while watching her mother's casket being lowered into the earth. She recalled his firm grip around her shoulder, and his commanding eyes which seemed to rip into her soul when he grunted at her.

"_Pull yourself together, Lilly. She's not coming back, you hear me? She's never coming back, and no amount of tears on your part is going to change a damn thing!"_

Tears began to fall from her eyes while she continued to trudge through the treacherous woods, veering left and right whenever she saw walkers move towards her. In her heart, she knew that she would love to give anything just to see everything back to the way it was: her parents safe, her career path the only thing running through her mind, and a place she could call a true home.

"_What do you think your mother would think of you now, if she could see you sobbing like a goddamn baby? Acting like a weakling instead of moving on with your life?"_

She remembered seeing the news coverage on that fateful night fifteen years ago. No matter what channel she flicked through – Fox, CNN, ABC, PBS – all reports were focused on that one psychopath who initiated a murdering spree in the city streets, armed with only a knife, before being gunned down by police. Her mother had called home earlier at around 5:30pm, telling her that she would be back in around two hours, as some paperwork had to be followed up with.

She had looked at the clock. 9:03pm, it read. Her heart started pounding, as she knew the murder site was only two blocks away from her mother's workplace, and yet she tried her best to convince herself that everything would be alright. She had no doubt that at any moment, her mother would open up the front door and walk through to embrace her warmly and tease her for being so unnecessarily frightened.

But her mother never came.

Ten minutes later, her heart raced with exhilaration the moment she heard the cheerful tune of the doorbell. She jolted to her feet and ran to the door, opening it and throwing her arms wide open, expecting her mother to give her a warm hug and kiss to the cheek. Instead, she saw two tall men dressed in dark blue uniforms looking down at her, sorrow in their faces. The life disappeared from her eyes as she fell to her knees and began crying in despair.

"_We have to survive, you hear me? You will pull through, and I will not accept anything less of my own daughter. Weakness won't get you anywhere in life. You understand that, young lady?"_

And she did. Her body cried out in pain, but her mind stayed resolute. She would not be defeated, not now or ever.

Fallen branches shattered and leaves crunched as she bounded forward. It did not matter so much that she didn't have the slightest clue where her feet would take her. The only thing that counted was that she never ceased moving.

After having made sufficient tracks to put a good distance between her and the walkers who now began to wander aimlessly after losing sight of her, Lilly groaned with pain as she slumped to her knees and sat Lee down against a thick tree. His breathing was sporadic, but the fact that he was breathing was all that mattered to her. She looked intently at the wound on Lee's upper right-hand side, through which blood still continued to seep through.

Her heart pounded with desperation. She could find absolutely nothing on her person to use to apply pressure to the wound, let alone bandage it. The only thing she could do was continue moving through the woods, hoping that salvation of any sort would come to her.

But even then, she knew that what seemed like salvation could only end up being the start of what was a far worse nightmare.

"Lee! Lee, please wake up!" she begged him through hushed whispers, shaking him by the shoulders to throttle him awake. She could see Lee's eyelids drearily open, and he struggled to make contact with her eyes. His head swayed to and fro, and his hand waved about weakly in the air, almost as if he was attempting to swat away what he thought was an illusion.

_Wh-what happened?_ Lee thought, his eyes blurry and unable to focus.

_Feel so weak…can't keep my eyes open…feel the life leaving me._

_A hand…grasping mine…so warm, so soft…Chocolate brown eyes, looking at me…_

_C-Carley? Are you…are you safe? Is that you?_

_Can see you…speaking to me…Lips moving, but…can't hear anything…_

_No. Must stay awake._

_Must…stay…awake…_

A sigh escaped Lee's throat as he slumped forward and into Lilly's arms, having drifted back into a state of unconsciousness. Lilly bit her lip in frustration. Even with her strong and unbending mind, she knew that there was only so much more that her body could bear to take. Her right side too sore from carrying Lee along, she grabbed his waist with her left arm and started dragging him along again, desperately trudging forward in order to avoid the walkers who would inevitably come upon them in due time. Growls came from every direction as her movements caused the nature around her to give away her location, and she struggled to keep a hold of the man who was on the verge of slipping from her grasp. Her brow was awash with sweat that streamed endlessly down her face, mixing with her tears of pain and sadness.

And then, to her disbelief and anguish, her body collapsed, having been overcome with fatigue. Lee landed on the ground with a thud beside her, and she fell to her knees and then onto her side next to him. Every muscle in her being felt numb and unworkable, and the sheer mad pounding of her heart threatened to overwhelm her. She gasped for breath, and could taste her own blood which she coughed up on the ground beneath her. And all that time, the walkers closed in on them, one dreary step at a time. She could see the glint in their eyes reflected off the pale moonlight; the hunger, anger and misery seemed to scream out to her all at once.

At last, they came in front of her, looking at her with those cold, dead eyes. Without the strength or the will to carry on, Lilly surrendered herself to her fate. A torrent of shame and guilt rushed through her mind, as she knew that she had failed her father completely and utterly. She reached out, placing her hand over that of the man whom she regarded as the one friend left in her life, and she closed her eyes.

She could see her mother smiling…calling to her, as if it were the reunion she always dreamed of.

The walkers got on their knees, their hot breaths running over Lilly's skin as they bent down to feast upon their victim. She did not struggle, even though she could feel a strong hand heaving down upon her stomach.

She knew it was over.

Seeing her father and mother again was the only thing that mattered to her now.

She waits for the beast to end her life, to feel its teeth digging into the skin of her neck. She feels a spray of warm liquid gush upon her face.

But all of a sudden, she felt its oppressive weight lifted from her body. Her eyes fluttered open as she sat up, and saw that the walker's unmoving body now lay dead in front of her. The other walkers which accompanied it strangely dropped like flies, from unknown causes. She looked around, searching for an answer to the strange phenomenon. Crawling towards the dead walker and examining its corpse, she saw a bullet lodged firmly in its forehead.

She shuddered as her ears alerted her to the approach of a pair of strangers whose boots crunched the autumn leaves of the woods. She could see the shadowy figures with rifles in their hands, and silencers attached to the muzzles of their weapons. She turned around looked up at them with eyes full of fear. They stopped in front of her and looked at each other before one of them walked forward and reached out to her.

She fainted and fell backwards, and saw no more.

-o-

_Warm. Sunlight._

_Feel someone next to me…Feels familiar…_

"Mornin', sunshine," a male voice called out to her, stirring her from her sleep with its strong Kentuckian accent. Lilly shielded her eyes with her right hand the moment she opened them, stunned by the radiant morning sunlight. After her vision returned to normal, she looked to her right to see Lee still asleep next to her. Feeling concern for his wound, she pulled at the right side of Lee's jacket, only to see to her amazement that a proper bandage had been applied to it.

Her senses told her that they were on the move in the back of a truck, before her eyes focused on a gruffy-looking man with cropped brown hair in his late thirties staring back at her and Lee. His face was unshaven and dirty, but his physique told her that he was well and truly a fighter. An M-16 rifle with an attached silencer lay in his lap, and he continued to clean it diligently. His dark brown eyes looked at her intently, as if he wished to simply fire away at her with questions.

"Who…are you?" Lilly asked, still feeling neither safe nor endangered by the man. "What happened?"

"Trevor Jameson, National Guard," he answered. "…Or at least what remains of it. My scouting team and I found the two of you out in the woods during one of our routine scans of the area. You were both out cold, so we took you into this little truck of ours. Dressed your friend's wound, as well – you were luck we happened to carry with us a first aid kit."

"Where are we going?" she continued to question.

Trevor laughed softly. "Y'know, it really should be _me_ who's asking the questions, but I'll oblige you, miss. Right after you tell me you and your friend's name, that is."

"Lilly Caul, Robins Air Force," she replied, feeling somewhat more confident she could trust him. She then looked sideways at her still unconscious friend. "His name is Lee Everett."

"Figures," the man puffed. "Anyways, we're headed right now for Woodbury. It's a small town approximately 23 miles in the direction we're goin'. We should be able to reach it in just a matter of minutes now – you've slept most of the way."

"What's there?"

"Probably the only civilized place you'll find in perhaps all of Georgia," Trevor laughed. "The town has been completely secured. Not a single walker lurking about in the streets. You can rest assured you'll be safe. Your friend will also be able to receive proper medical care while he's there, as opposed to the pissy little bandage we've applied on him."

"Is he alright?" Lilly asked, feeling concern for Lee.

"Y'was lucky to have come across us when you did. An hour more, and he may very well have turned and eaten your pretty little face alive, missy. We managed to stop the bleeding and gave him some morphine. He should stay asleep until we can get him to a proper hospital bed."

"That's good," Lilly sighed, and for a moment her hand squeezed against Lee's by instinct, before she realized what she had just done.

"He ain't more than just a friend of yours, now, is he?" Trevor grinned.

"No," Lilly insisted with a shake of her head. "No, he's just…just a friend. Yeah, that's it."

"Okay, then," Trevor acknowledged. For a moment, though, he believed he saw there to be something more between them…

For the rest of the trip, Lilly and Trevor conversed with one another the events that they had to put up with, and the hardships they had faced. Lilly could feel a small degree of happiness for Trevor, for he did not have to endure the crushing trauma that came with losing a family member in front of his own eyes like she did. His face seemed to turn to stone when he heard her speak of the St. John's, and how it deeply affected her and the others' ability to place their trust in others.

Despite feeling that she could trust Trevor and the rest of his group, Lilly still remained wary as always. She had learned to fear an innocent smile more than a threatening scowl.

After the truck pulled over inside the small town of Woodbury, Lilly observed every detail and person she could. She felt eerie as she exchanged glances with the townspeople, some of whom seemed to even shudder with fear at the sight of her. The streets were impeccably clean and in good order, albeit no automobile was to be seen wandering the streets. Presumably, all of the petrol was kept reserved for the National Guardsmen who had to periodically go on searches and sweeps – including, most likely, those for food and supplies from wherever they could.

"The people…why are they looking at us in such a strange way?" Lilly asked Trevor who walked in front of her, leading her to the hospital building. Behind them were two other men who were carrying Lee in a stretcher that was brought up upon their arrival.

"Don't mind them," Trevor shrugged it off with a chuckle, not turning to face her as he spoke. "A couple of weeks ago, we found a man in his thirties out in the woods, much like you were. Turns out he wasn't quite used to rationing food, as he was driven off his farm by walkers. He went absolutely berserk and went on a rampage with a wooden stake. We had to put the bastard down with a bullet to the head."

"So where do all the people stay?" she asked.

"Mostly in their own homes. Only thing that's really different from the past is that food and other supplies are rationed, because we need to keep an eye on our supply levels. Plus the heightened security."

Looking to her right down the next street they walked through, Lilly's eyes jolted up as she laid eyes on the familiar sight of Glenn, who also seemed to acknowledge her presence in Woodbury by staring at her with shock in his eyes. It turned out that he could not return to Atlanta as he had previously planned.

Lilly stayed silent the rest of the walk, still feeling mightily tired from the long trip. After entering the hospital building, they entered a room and gently placed Lee on one of the beds. Looking out the window, Lilly gazed at the western portion of the long rectangular fence which served as an impenetrable barricade to keep out any and all walkers who strayed near. A sigh escaped her lips, as she was glad to finally be in the company of other people who were dedicated to protecting their community from any and all harm.

"We'll leave the two of you alone now. You must have had a really rough night, and deserve some rest," Trevor said, tilting his head at the other vacant bed as a sign to Lilly to make good use of it. "I'll be sure to tell the boss about your arrival. He should fill you in on how things are run around here."

Lilly raised an eyebrow and crossed her arms. "The boss?"

Trevor smiled. "Yup, that's what we call him. He's got another name the rest of the people call him, but us National Guard guys, we call him that." He turned and gave a signal to the rest of his unit to follow after him. "Well, I'll see you guys later. Have a nice rest."

"Thanks…," Lilly murmured gratefully. Once the men were gone, she approached Lee's bed and placed her hand tenderly against his, which lay on the side of the bed. She wanted to apologize to him for everything she had done, and most of all for hurting him. But Lee still would not wake, and so it had to come at another time. She quietly walked towards the bed situated to Lee's left and rested against it, feeling blissful as she sunk her head into the soft pillow.

Merely five minutes later, her eyes darted open and she shot up onto her feet the moment she heard the sound of footsteps, careful not to stir the sleeping Lee. Even with Trevor's assurance of their safety, Lilly's nature prevented her from allowing herself to slip into the slightest bout of complacency.

"Lilly? Lilly?" a voice whispered to her from around the corner. "Lilly, are you safe?"

"Glenn?" she asked. "What are you doing here? And why are you asking me if we're safe? Or course we are!"

The Korean-American entered the hospital room and walked right up to her, but not before looking left and right to see if the coast was clear. His eyes were full of nothing but fear. "No! You don't understand! You have to get out of here, right now!"

Lilly's heart sank as soon as she heard him speak. She desperately wanted to be able to just laugh it off, to dismiss it as a conspiracy, but her prior experiences with seemingly well-intentioned people told her otherwise. "…You're kidding me…"

"You have no idea what kind of shit you've gotten yourself into by coming here! You have to get out of here before…before…"

_Stomp._

_Thump._

"Shit…," Glenn shuddered, his head beginning to shake and twitch with the echo of every heavy footstep that thudded against the floor of the hospital's hallway. He froze in place, unable to move despite every inch of his being screaming at him to.

And at last, a tall, imposing and muscular black-haired man garbed in a black and long leather jacket that was draped on top of a green military uniform walked into the room, with a sinister, almost sick grin on his face. His left shoulder drooped significantly in comparison to his right, and a black eyepatch covered his left eye. The left side of his face appeared to be reddened and scarred, almost as if it was subjected to burns from fire or scalding hot liquid. A deep scar was dashed across his right cheek, and the lobe of his right ear looked as if it had been severed off. His entire body reeked of death and decay, and Lilly struggled to prevent her hand from flying up against her nose to keep out the stench.

"Come to greet our newest visitors, have you, Mr. Lee?" the man grinned, revealing decayed teeth that made Lilly's stomach churn. "And what a ravishingly beautiful visitor you have chosen to greet," he said, looking lecherously at Lilly who stepped back one pace.

"I…I…," Glenn murmured, paralyzed with fear as his hands rose in front of him, almost as if he wished to claim that he was innocent of a crime.

"But I forget my manners," the gargoyle chuckled as he entered the room, walking forward until he was looking Lilly dead in the eye, his hot foul breath searing downwards and into her face. "My name is Philip Blake. But you may know me by my most affectionate nickname."

Lilly gulped silently, and begrudgingly obliged the man by asking the question he insinuated that she ask him. "And…what would that be?"

He smiled darkly, and for a moment, all life and time seemed to stop around Lilly as he spoke, his voice insidious and slithering like a snake.

"…The Governor…"

* * *

**A/N:** Just as a word of warning, you might be confused in later chapters as the Governor and the military people of Woodbury refer to Glenn sometimes as "Mr. Lee", and naturally mix Glenn up with Lee (Everett). I know his surname is spelt "Rhee" in the TV series, but in reality there's hardly any Korean people who use that spelling for their surname instead of the more straightforward "Lee". If there are, they're extremely rare cases indeed.

Anyways, hope you're enjoying this so far. Please leave your reviews!


	4. Goodbye

**A/N:** Very sorry for the once-again extended lack of an update. I was really occupied with my Star Wars fic, "Torn", which had received an average of nine reviews per chapter, which is quite rare in that ficdom, over the past few months, and so I was very active with that fic and consequently neglected this one somewhat. In fact, I had pumped out 5000+ word chapters in quick succession, perhaps three to five days between updates at tops, for that story because of the sheer number of reviews and favorites I got for it.

While I do understand that the vast majority of readers usually just favorite or follow the fic and then pretty much become lurkers (because that's pretty much what I do for other people's fics unless they're damn good in which case I leave them reviews, sometimes regularly), seeing a high number of reviews as opposed to just hits and visitors really does give us writers more enthusiasm to update. I kept on pumping out updates like a crazy person for "Torn" during May because of the high number of reviews it had received until my June exam period crept up on me, and that can happen for this fic as well. So please, if you appreciate this fic, leave your reviews!

* * *

**Chapter 4**

**Goodbye**

_Stirred by the warm light of the sun against her resting eyelids, Carley smiled angelically as she stretched her arms and yawned on her white bed, relishing its warmth. Opening her eyes with a peaceful grin, she looked out her bedroom window at the beautiful sandy shores outside her seaside home in Palm Beach, Florida. The waves gently rolled in, and a number of children were happily playing a game by the shore, pretending as if they were being chased by the water as they ran back and forth. _

_Suddenly, her nose was attracted by the familiar and delicious smell of her favorite morning meal that made her stomach growl in a way that would've embarrassed her if she had been in anyone's company. _

Granola and honey, _she thought with a content smile. _My favorite.

_Moments later, she heard her husband approaching, his gentle steps echoing against the wooden floor of the corridor. As he turned the corner and entered the bedroom with a tray in his hand, Carley beamed when she saw that her thoughts were confirmed and that Lee had done her the pleasure of serving her favorite breakfast in bed. _

"_Morning, hubby," she grinned and called him by her nickname for him that would always put a smile on his face._

"_Morning, beautiful," he chuckled back as he placed the tray on the side of the bed that he would occupy every time they slept. "Made you your favorite."_

"_That you did," Carley said, looking pleasantly at the warm bowl of granola, milk, almonds and honey, along with an apple on the side of the tray. "It reminds me of why I'm the luckiest girl on the face of the planet to have you. Is Clementine up?"_

"_She got up two hours ago, and she's reading a book in her room right now," Lee replied and came over to the opposite side of the bed and sat down next to Carley. "Said you sleep like a mamma bear hibernating in winter."_

"_She said that? The little twerp!" Carley laughed heartily, then drew Lee in for a kiss. "But I guess she's right. After all, I'm always feeling a bit tired nowadays, with the baby coming and everything…" She looked down and placed her hand over her growing stomach which hosted her unborn child, conceived a little over five months ago._

_Lee leaned in and placed his right ear against his wife's abdomen. Sure enough, he could hear the gentlest of kicks against Carley's stomach, something which Carley also noticed and smirked at. _

"_I think it's telling you to piss off," Carley joked and stroked Lee's cheek. "Your head's probably too heavy for its liking."_

"_You're calling me a fathead, huh?" Lee laughed and ran his fingers through Carley's long hair in a way that made her coo with pleasure. _

"_I'm the one who's getting fat here, not you," Carley joked as she took up the tray and placed it in her lap. She consumed up the first spoonful of her meal, sighing after its warm content went down her thirsty neck. _

"_Think Clementine will like her new brother or sister?" Lee said, fondling Carley's free left hand in his._

"_Of course she will. Though I'm not sure if I'm completely ready to be a mother just yet. I have absolutely no idea how diaper changing works, do you?"_

"_It can't possibly be as tough as changing the batteries in a flashlight or camcorder now, could it?"_

"_Shut up, you asshole," Carley went beet red with embarrassment and poked Lee in the side as retribution for his teasing remark. _

_Carley finished the rest of her granola meal in silence, although she frequently smirked and giggled as Lee tickled her stomach with his ear while he listened attentively to the baby's movements. Then, taking up the apple, she reminisced to the day at the motor inn during the hellish apocalypse when Lee generously offered her an apple which she gladly accepted, but only after making certain that Duck and Clementine were fed. _

_Thinking back to those days, she knew well that she would have died or suffered an even worse fate had Lee not been there to protect and support her. The memories were harsh and some of them unbearable, but now, four years after those terrible days and with order having been restored two years ago, Carley could now finally put her mind at ease and enjoy her life with her new family. Kenny and Katjaa would be coming for a visit next week along with Duck, and Clementine would undoubtedly be looking forward to seeing her long-time friend again._

"_Christ, you eat fast," Lee noted after seeing the hourglass-shaped remains of Carley's apple which she dropped in her empty bowl._

"_Never really was a princess type, to be honest," she grinned, then put the tray back on the side of the bed and drew in for another kiss. "Thank you," she whispered into his ear after they parted lips, and then tenderly wrapped her arms around her husband for a hug._

_Lee stood up beside the bed and peered out the window, and his heart was warmed to see the happy children playing by the beachside. He walked back to his wife and took her by the hand as she slipped out of bed._

"_It's a beautiful sunny day outside," he said, bringing her to the windowsill to look out beside him. "Why don't we hit the beach? Clementine would love it, and we could all use some fresh air."_

"_Sounds good," Carley smiled, then placed her hand against Lee's chest as she leaned in for another kiss. "I'd like that very much…"_

-o-

"Carley?" a voice stirred her from her pleasant dream. Her mind having been brought back to the heartbreaking reality of the present, Carley couldn't help but shed a small tear as she looked to her left to see Katjaa calling out to her. A pair of small hands were around her shoulders, and she could see that Clementine had shook her awake so that she could tend to Duck, who was growing more frail with every passing second.

"Sorry for falling asleep, sweetheart," Carley apologized to Clementine with a kiss to her forehead. "It's been a tough day for all of us."

Getting up on her feet, Carley looked left and right, seeing the downhearted spirits of all who were on board. Omid and Christa sat beside each other with their legs hanging out the open side of the box car, whispering almost inaudibly to one another. As expected, Ben was seemingly consumed by his guilt, and sat miserably with his head against his knees in a corner, with Chuck staring down sympathetically at him from the side.

"Carley, please," Katjaa called her again, and Carley approached the older woman who was sitting with her son in her arms.

"How is he?" Carley asked, getting down on one knee and laying a hand on Duck's forehead. To her horror, she felt that it was virtually boiling hot. Upon closer inspection, she saw that the young boy was deathly pale, his lips growing colder and blue with discoloration. Almost inaudible wheezing and forced breathing could be heard from his throat, and his eyes contorted and intermittently rolled back revealing whiteness. His fingers twitched and vibrated eerily and appeared to be horribly swollen.

There was no time left.

"He's dying, Carley," Katjaa sobbed, her tears wetting Duck's shoulder. "We have no choice. Please, go and tell Kenny to stop the train."

The moment Katjaa spoke, Carley heard rustling coming from behind her. Looking over her shoulder, she saw that Christa was looking at them with a mournful expression, almost as if she understood all too well what Katjaa was feeling. Deeply disturbed but keeping her composure, Christa looked somberly out into the horizon again, feeling no warmth coming from the sun which shined upon her.

"Kat, you know how stubborn he is," Carley reminded her, placing a hand on Katjaa's shoulder. "Even when we both talked to him about it before we boarded the train, he refused to even listen. Just what can I do?"

"We have no choice, Carley," Katjaa insisted. "It's now or nev—" She was interrupted by the sudden and almost violent regurgitation of blood by her son. Both women shuddered as they looked down at the splash of blood that had splattered across the floor of the box car, and Carley quickly reached into her pocket to take out her handkerchief.

"Thank you," Katjaa said as Carley wiped the blood off the side of Duck's face. "But please, do whatever it takes to get Ken to stop the train. It's…it's over for Duck."

Staring down at the boy, Carley could tell that Duck could hear each and every word that they were saying. He gulped a little, as if he was trying to urge his own body to recover, but then sighed in anguish as he knew that it was not possible. He tensed a little and his fingers scrunched up against his mother's clothes.

He didn't want to go.

He didn't want to die.

"I'm sorry," Carley shook her head and wrapped her face in her hands. "I should have acted quicker at the motel. If only things had gone differently…"

"The past is the past, Carley, and there's no changing it," Katjaa sighed. "All we can do now is stay together and stay strong."

Carley peered over her shoulder one last time at Duck's drooping head before she exited the car and made for the driver's carriage. Climbing up the steps which separated the box car from the lead carriage, she wanted to let out a scream the moment the fresh air blew against her face. She knew deep down that every single mishap and tragedy that had befallen their group could have been prevented, if only she had done something about it instead of standing on the sidelines and taking orders from Kenny or Lilly. Lee's death, the loss of the motor inn, Mark's horrific fate at the hands of the savage St. John's.

She felt as if everything was her fault. Somehow, and for some reason…her fault.

Turning her head right, Carley could see in the distant woods the lurking figures of several walkers, all eyeing her hungrily and madly waving their arms out at her in furious lashes. She saw the skulking remains of what was certainly a family of three – a man, a wife and their little daughter – looking at her with cold, dead eyes. Her attention was fixed on the young child, and it frightened Carley to death to think that Clementine could very well share the same fate as her if Carley didn't snap out of her undeniable state of deep depression after the loss of Lee.

She looked away and back at the door which lay ahead of her, and through which she could see Kenny sitting with his back hunched forward in anxiety. It was too obvious that even he knew what was coming, and yet why didn't he do anything about it? Why did he continue to put the entire group in danger just to make himself feel better?

Scrunching the blood-soaked handkerchief in anger, Carley pushed open the door and stepped in, a furious glare on her face. Kenny seemed to not care, and his head merely tilted sideways as he acknowledged her presence.

"Stop the train," she ordered, her nails digging into her own skin, and she could barely manage to keep her composure in order to prevent risking infection for herself by exposing her bloodstream to Duck's infected blood which was still moist against the handkerchief.

Only silence.

Carley felt herself start to boil over as she took another step towards Kenny, standing almost directly over him as he continued to sit stubbornly on the driver's seat.

"Stop. The. Train."

Kenny exhaled slowly, doing his best to suppress the volcano that threatened to erupt inside of him as he grumbled back. "Fuck you."

Exasperated, Carley could take no more. She flung the blood-soaked cloth right onto Kenny's lap and watched on as he looked down incredulously.

"The hell's this?" he asked, still in denial.

"Your son's blood," Carley shot back. "He's dying. Katjaa herself sent me to tell you to stop the fucking train. Now stop it, and come with me."

"He ain't dying. Nobody at all's dying from here on out, y'hear me?" Kenny barked, suddenly bolting up from his seat and advancing on Carley until she backed herself against the cold metallic wall. "He's gonna be fine! We'll find whatever medical supplies we can get when we arrive in Savannah, and we'll cure him!"

"He's not going to be fine, and you damn well fucking _know it_," Carley hissed, forcing Kenny to withdraw as she stepped forward. Even now, after months had passed, she still remembered the petrified eyes of the woman who committed suicide by shooting herself in the head in order to avoid death and reanimation as a walker. Remembering the beautiful woman whose life was tragically cut short by her own hand, Carley knew that it was inevitable that Duck would soon have to be put down in the same way, and it crushed her inside to think that way.

"He's my son! He's _not _going to turn, goddamit!" Kenny roared and turned, slamming his fist against the top of the chair.

"Oh, yeah?" Carley argued with her hands on her hips. "Then just why the fuck did you leave Lee behind, huh? Didn't he stand as much of a 'chance' as Duck currently does? Didn't you yourself say that Lee would have turned after he was shot by that crazy bitch? So just exactly what fucking difference is there?"

"Shut up! Shut the _fucking hell _up!" Kenny went seemingly berserk with rage, scrunching his hands around his ears as he curled up in his chair.

"Lee would have turned, Kenny. I've learned to accept that fact and also to let him go. But just who do you think you're doing a favor by not dealing with your son right now? Just last night you asked me what I would have done if Lee died and turned inside the RV. Well, now it's _your _turn: what are you going to do when your son dies and becomes a walker? Are you going to let your wife die because you're a stubborn little fuckwad? And what about Clementine? I'll _kill you _before you let any harm come to her, you understand that?!"

"I…I…" Kenny was lost for words, and could only shake his head in disbelief while tears fell from his eyes and onto the bloodied handkerchief which he held in his hands.

Seeing that the man was beyond distressed and broken, Carley calmed herself and walked over to him. Placing a gentle hand on his shoulder, she continued. "I'm sorry, Ken. I know you don't want to say goodbye to him. You're his dad, and that kind of parental bond is something that I can't hope to understand. I love Clem as if she was my own flesh and blood, but…I can't imagine what you and Katjaa are going through right now."

The handkerchief dropped out of Kenny's hands and onto the floor as he sunk his head and sighed. "I tried to convince myself that I was brave. That I _could _be brave. That I could be a leader. But now, at the end of the day, I can't deny it. I'm a chicken-shit coward, Carley. I can't protect anyone for shit. I let that boy Shawn die on his daddy's farm. Hell, this must be God's way of punishing me. He sure has a sick fucking sense of humor."

"Hey," Carley whispered as she patted his shoulder. "It'll be okay. We'll all be here to support you. After the hell we've been through so far, we're all family, Kenny."

Kenny looked over his shoulder at Carley with eyes red with fatigue and stress. He knew that she was just as heartbroken as he was, for after all she lost the one she loved so dearly. But still, she was smiling. Smiling not just to keep him strong, but for all of their sakes.

And finally, it gave him the strength he needed to bring the train to a halt. The brakes clicked on with a screech, and the wheels slowly ground to a complete stop, as did the self-doubt and denial of the man who would soon lose his own son.

-o-

Exiting the carriage, Carley felt the cool breeze of autumn winds against her fair face once again. But this time, it felt colder…the temperature was just the same as it was barely minutes ago, and yet the winds almost seemed to…whisper to her. As if they were the grim heralds of death itself, having come to take away the joy of Ken and Katjaa's lives. Kenny walked grimly behind her, towards his wife and child who had exited the box car together. The young boy's legs began to shake and wobble like straw the moment he hit the ground, and so his mother was forced to take him up in her arms once again.

Remaining in the box car behind them, Omid and Christa watched on with sadness in their eyes. No parent should ever have to see their child go before they did, and Christa wept as she realized that the unthinkable had become the inevitable. Her lover wrapped her in his arms and whispered soothing words to her; the kind that people would say to another person in the vain hopes of mending a broken heart which only time could truly patch up, but never truly heal.

"It's time, Ken," Katjaa found it difficult to even speak, as she was swamped by emotion. "Carley…thank you…"

Carley gave them a silent nod before walking over to Clementine, who had stepped towards the ledge of the box car. Looking up at her adopted daughter's eyes, Carley took her tenderly by the hands and spoke to her. "Clem, sweetheart, we…we have to take Duck away. It's…it's too late for him…"

Having learned too much over the past several months, Clementine spoke bluntly back to her. "You're going to kill him…aren't you?"

Carley nodded, a small teardrop rolling down her cheek. "We are, honey. We don't want him to come back as one of those monsters. We want him to…be at peace…"

Looking to her left inside the box car, she saw Chuck and Ben both sitting quietly on the floor opposite to each other, the former looking back at her while the latter couldn't manage such a thing. Her heart suddenly implored her to tell Kenny the truth about Ben, but she remained merciful and put it off, knowing that it could very well cause Kenny to snap.

"Christa," Carley called out to her new traveling companion whom she believed she could trust. "Could you please watch Clementine while we're gone? We…we don't want her to see this."

"Of course," Christa generously accepted. "Take as long as you need."

"Thank you," Carley weakly smiled back and turned to face Katjaa and Kenny. "It's time."

"I…" Kenny gripped his face with his hand. "I can't do it, Kat. I can't do this to our own son!"

"We have no choice, Ken," Katjaa reminded him. "He's running out of time."

"I know that, but…fuck! I mean, I just can't do it myself!"

"You don't have to," Carley said as she stepped forward. "I'll do it myself."

Katjaa looked at her with grateful and incredulous eyes. "You would…do that for us?"

She nodded. "I will. No parent should ever have to do something like this. Let's go." She took one heavy step after step through the patches of autumn leaves and into the woods, and the two parents soon followed after her.

And Clementine watched on, her eyes fixed upon her dying friend whose eyes fluttered half open to look upon her one last time as he was carried away to meet his fate.

"How do you do it, Carley?" Katjaa asked her as they walked through bush and tree.

"Do what?" Carley replied, looking back at Kat.

"It's only been a little over a day since you've lost Lee. I know how close you were with each other; how much you loved each other. I feel as if my whole world's going to end the moment I lose my son. Just how do you keep yourself from falling apart?"

Fully comprehending the weight behind Katjaa's words, Carley answered as best as she could. "I know what you mean, Kat. To be honest, part of me is so traumatized and wishes that I could just end it all so that I can be with him forever. But whenever I think that way, I remind myself that I have to keep going for Clementine's sake. She's a daughter to me, and I'll protect her to the end, even if it means having to sacrifice myself for her. I could never abandon her just because I'm afraid of what's to come; I love her too much."

The moment she heard Carley's words, Katjaa felt as if the spirits haunting her steps and mind had been banished forever. The pounding inside her head ceased, and she could now suddenly think clearly again. Regardless of whatever happened to them, she and Kenny were family, in sickness and in health, for better and for worse. The trembling in her hands stopped, and Katjaa felt herself virtually renewed, and her fears and anxiety vanquished. After all, no matter how long it took, they would all see each other again in that place which was devoid of all suffering, hardships or pain…

"This is it, honey," Kenny said as he stopped in front of a large and ageing oak tree. He turned his head slowly to look at his wife who proceeded to lay their son down against the trunk before returning to his side.

A single raindrop fell against Kenny's forehead. He looked up, and soon a gentle spray of rain came down upon them, further dampening their spirits. Duck's parched and cracked lips stirred, as if the last traces of life inside him urged him to quench his bottomless thirst for which there was now no cure.

"You're not…saying your goodbyes?" Carley gasped, noticing that the parents were not kneeling by their son's side and whispering last words to him as she imagined they would.

"There's no need," Kenny looked away. "He can't hear us now. The infection's too darn spread."

_But I can hear you, daddy, _the last vestiges of Duck's sanity cried out, silenced by the numbness of his mouth and the heaviness of his eyelids which would not budge. _Don't do this…I can…get better…Don't you have…faith in me?_

"Carley, please…," Katjaa implored her, and then tightly hugged Kenny, not wishing to see the demise of their son. Ken wrapped his arms around her and they both turned away with their eyes firmly shut closed.

Feeling her tears mix with the rain, Carley took out her pistol and pointed it squarely at Duck's forehead. Her heart pounded with unimaginable sorrowful pain, her wrist and elbow vibrated with fear and her eyes twitched with guilt the moment Duck finally managed to drearily open his eyelids to look straight into her soul.

_Why couldn't you save me?_

_Why couldn't you do more?_

_Why are you…doing this to me?_

_Why are you…destroying our family?_

"I'm sorry," Carley whimpered as her finger squeezed against the trigger.

As if he could well and truly grasp the reality of what was going on, Duck stared blankly at the woman who had done so much for him and Clementine during their time at the motor inn.

_No…there's still time._

_Still…there's life left in m—_

The crack of the pistol could be heard all the way from the box car, in which Clementine broke down in tears in Christa's arms.

It was done.

-o-

"…_it is of some comfort to us both, that the term is not very distant, at which we are to deposit in the same cerement, our sorrows and suffering bodies, and to ascend in essence to an ecstatic meeting with the friends we have loved and lost, and whom we shall still love and never lose again. God bless you and support you under your heavy affliction."_

- Thomas Jefferson, in a letter to John Adams in 1818 following the death of Abigail Adams.


	5. Scream For Me

**A/N:** It took a bit longer than I intended, but here's the newest chapter. It's a damn hard challenge for me to try and churn these out while also having to handle two gargantuan-sized Star Wars fics, but I managed it nonetheless. I was considering writing up an update for my Star Wars fic "Torn" before this one, but I got eight reviews for my latest chapter in "Torn" while you guys gave me nine for the previous chapter of this story. So I decided to go along with the "highest bidder" rule and gift you guys with this update.

On another note, I've noticed that many of you guys who were kind enough to leave me a review have voiced your vehement distaste for LillyxLee and your strong support for CarleyxLee. Chillax, guys. This is a CarleyxLee story, after all. Right now I'm considering pairing Lilly with Glenn, but in a disappointed and/or hesitant way on Lilly's part. It's a case of "A loves B, but B loves C, and so A is left with no choice but to be with D while being a whiny ass".

Hope you enjoy, and please do leave a review. The more reviews I get, the more I want to update as frequently as my time allows me.

Anyways, here's the latest chapter for you. Hope you didn't eat anything directly before reading this. Might regret it.

* * *

**Chapter 5**

**Scream For Me**

_Ugh…_

_Where the fuck am I?_

_Heart pounding…Head aching and throbbing, almost as if it's about to burst…_

_Can't open my eyes…too heavy…_

_I can feel the wind blowing against the back of my neck and past me. So cold, and yet…so tender. Almost as if it's whispering to me and telling me to let myself be taken by it…_

_No. Must stay strong for Clementine._

_My feet are carrying me onward, but I'm not the one controlling them. What the fuck is this?_

_Can't allow this to go on any longer. Must…take control…_

_Finally, I manage to open my eyes. My surroundings, they're so familiar. Almost as if I've been here before._

_I recognize this road, the bushes and trees around it. It was the source of an unimaginable pain, and yet I can't remember just what it was. _

_Sunset…light fading…Must hurry for Clem…But so much pain…_

_No. Stop swaying side to side, damn it. Walk straight, damn you!_

_Must go on, but…can't. Everything hurts. Muscles feel twisted and torn. Bones about to shatter._

_I can't fall on my knees and quit now. Have to go onward. Even if I have to drag myself along the road like this. _

_I can't. My body's given up on me. Nothing more now but sleep._

_Sleep, and an eternity with my dead family…_

_Then my eyes snap open. I feel something cold against the tip of my nose. Then it touches my cheek. Then I feel it against my lips and it causes me to spit and splutter, as I was disgusted by its foul taste. My eyes opened again, and then I saw it._

_Blood._

_Fresh, but ever so cold._

_It ran like a river stream from a few yards down the road. I heaved my heavy head up, my eyes following its trail. The line of blood grows thicker and wider as I slowly look up and forward to its source, until at last I saw it._

_And it broke me._

_The body of Carley, my most beloved Carley, lying in a pool of blood which continued to seep through a hole in her cheek. Her once fair face was drenched with her own blood, and tears seemed to seep from her lifeless eyes which stared blankly at me. Asking me why I hadn't been able to save her. Asking me if I didn't love her as I so strongly claimed._

_I was too focused on Carley's face that I missed the sight of someone who was kneeling beside her with his back turned to me. He wore a red backpack, presumably holding all of his necessities and gear; 'Russell', it read in white bold print. His head was hunched downward and his hands worked ever so busily on something. Upon closer inspection, I could see that he was making an attempt to strip Carley of her purple jacket. It didn't take a wild beast to know from the falling autumn leaves that winter would soon be about, and now this…this monster was trying to make himself warm by any means possible. _

_In a moment, he's going to wish he was a walker instead of a living human being. A single blow to the head would be merciful compared to the torture he was about to receive._

_My eyes narrowed into a scowl and my teeth gritted in pure anger. How dare he? The little fucker of a cunt. He must have killed her. Killed my Carley. Killed the most precious person in my life besides my little girl. Carley was a mother to our little Clem. We were family. We loved each other so much, and now what have you done? You little fucker…_

_Searing pain settled into my fingernails as I ground them against the gravel road. My fingertips started to bleed the moment I curled up my fingers like a vengeful tiger hellbent on killing its prey, but I didn't care. I didn't give a shit about pain anymore. Only vengeance._

_I rose to my feet, my hatred for this unknown individual being too great for me to ever conceive of the idea of simply dropping dead out of fatigue. My steps are quiet, and I didn't pay any heed to the painful blisters on my soles which begged me to stop. _

_Left…right…left…right…_

_That's it, you son of a bitch. Keep on scavenging. Keep on rummaging with those weak and trembling hands of yours. _

_At last, I was barely six feet away from him. The sun set behind me, and my shadow loomed directly over the young boy who froze in fear. His head and shoulders started to rattle as he slowly turned and looked at me, his eyes full of dread. He was an African-American, clearly a teenage boy by his looks. His bushy black eyebrows tensed and his eyes contorted and wobbled with sheer terror._

_My fingers tingled with glee while my eyes looked dead-straight into his, fueling his torment. He looked at me and then down at the body. It took him long enough to understand my connection to the corpse he was robbing. He fell backwards onto his backpack and he raised his hands in front of him, pleading innocence. _

_Funny…I saw that bastard senator make the same face and gesture before he felt my hands around his neck._

_And that's what I'm about to do to you._

_I lunged forward, screaming at him like a wild animal. Too slow to react to a jab I sent flying against his jaw, he groaned in agony and fell backwards, hitting his forehead against the hard road. He spun around in desperation, and I could see the blood seeping from his temple and down the side of his face. It gave me excitement…gave me purpose. I never felt it before: it seems so fun when you see them looking back at you with terrified eyes. _

_Jumped towards him. Kicked his face hard with my boot. He's down, still begging for mercy that's never going to come. _

_Then, the choking. Oh, the choking…It feels so fucking good. All that hate, all that anger, all that misery…everything just seems to wash away along with his life that's about to come to a miserable end._

_His eyes roll back into their sockets and he flails about with his hands, as if he was trying to gouge my eyes with his fingers. The fuck? Is he actually serious?_

_This is actually goddamn fun. Seeing him writhe in agony, gasping for breath as I temporarily loosen my grip to let him get some more air in before I start the entertainment all over again, this time tenfold in intensity. I heard a bone starting to crack and snap. It's exhilarating._

'_Please'? You really said that to me? You think I'm going to accept that? Well, you're wrong. Oh, how fucking wrong you are._

_I've had enough. I've had enough of this motherfucker. Letting him live for another second would be nothing more than an insult to the woman whose corpse is lying behind me._

_A spine-chilling snap could be heard as I twisted his head, and the wretch finally fell silent, his blood and saliva gushing from his mouth and staining the road. I rose to my feet and kicked him hard on the side, causing him to roll over onto his front. A pistol, small knife and rusty spade clattered out of his backpack and onto the ground. _

_The terrible deed finished, I turned around to look upon the body of my beloved. My sweet, sweet, Carley, the most beautiful woman to have ever graced the surface of the earth. The face of an angel was desecrated by the blood which swamped it._

_Falling onto my knees, I took her body in my arms and cradled it. Her lips moved as I lay my fingers on them, virtually forming a small smile. As if she was trying to tell me it'll be alright; that I'll be fine so long as I stayed strong. That she loved me, and would always watch over me and Clem. Even now, after I lost half my world, her calm brown eyes are trying to fill me with confidence, urging me to go on. _

_But how? How can I possibly keep it together after losing you? How can I stay strong for Clem if I can't even stay strong for myself?_

_I can't take it anymore. I can't look into her eyes for another second. I run my fingers down from her eyebrows, sealing her eyes shut to the horrible things which surrounded us. But her lips are still smiling at me, like she feels at peace in my arms. My clothes are drenched with her blood. This is certainly a memento that isn't pleasant in the slightest bit._

_I picked up the small spade and slid the handle into my jeans pocket, keeping it in place while I carried Carley's body deep into the woods. The sun has now well and truly set, and an owl hoots at me from a nearby tree. I glared at it, feeling as if it was teasing me for my loss. To add insult to injury, thunder rolls overhead and rain starts pouring down, washing the dried blood off Carley's face._

_Can't help but look at her face. So beautiful…so fair…so tender…Her hair droops down past her shoulders, soaked from the torrential rain. Her hands are cold and white, nothing like the warm and vibrant sources of love and tenderness they used to be._

_Finally, I can go on no more. I put her down upon the grass, laying her hands over one another against her still heart, and start digging in the space next to her body. My wrists feel like they're about to give up, but my mind begs me to keep on going. I won't leave her body to be devoured by walkers. Not my Carley._

_And at last, it's done. I've dug her grave, which quickly turned into a mudpool due to the merciless rain. I drop the spade beside me, and the life seems to have left my body as I fall on my hands and knees, panting heavily. _

_But that was the easy part._

_Just how am I going to say goodbye?_

_I embraced her tightly, holding her against me with my right arm while I fondled her limp palm in my left hand. Her skin, it was so smooth and soft like I always remembered it being. Weeping, I laid a soft kiss upon her cold lips before carrying her in my arms and laying her inside her grave. Her back splashed against the muddy surface, sending an arch of muddy water against my jacket. _

_She looked so peaceful, lying in her final resting place. No more suffering, no more tears, no more fearing for her life. Only peace._

_Knowing that I had to move on, I reached for the spade which threatened to be swept away by the stream of mud. I grabbed the handle and scooped up a portion of the damp dirt that I had dug up in order to form the grave. Thunder cracks and bellowed above me as I began to hurl the mud towards Carley's torso in order to start burying her, and—_

…

_The pain…what is the meaning of this?_

_I looked down to its source, and to my horror, I saw a gaping hole from which my blood gushed out, wetting Carley's clothes. The spade dropped out of my hand and I gripped my hand over my bleeding stomach. A vicious foot rammed into my back, sending me crashing against Carley's corpse, as if my attacker intended to bury me along with her._

_Heh…As much as I was disappointed that it had to end this way, I wouldn't have it any other way. I'll never be parted from her now._

_My eyes half-full with gratitude and half-full with dread, I looked up at the dark, shadowy figure which stood over me, staring down at my face. It was too dark, and whoever it was only appeared as a silhouette, unidentifiable and their features invisible to my eye. A pistol could be seen in his or her hand. Must have shot me and caught me by surprise when that round of thunder roared._

_Then, thunder cries again and lightning strikes the skies, illuminating the face of my killer for the first time._

_It couldn't be…could it?_

_Oh my God…_

_Lightning struck again, revealing to me Lilly who looked at me with cold, emotionless eyes. Her face was empty, expressing neither glee nor sorrow as she slowly raised the pistol again, aiming it straight at my forehead._

_I knew it was all over. I knew I shouldn't have trusted her from the beginning._

_Kissing Carley one last time on her cheek and wrapping my arms around her, I stared blankly at the barrel of Lilly's pistol._

_And then, a flash. All went silent, and my world vanished into nothing but whiteness. _

-o-

"Lee! Lee, wake up!" a frantic, delicate voice begged as Lee felt a pair of hands throttling him from his sleep. His eyes opened ever so slightly, and from the narrow slit of vision he had, he saw a pair of tender brown eyes looking at him with deep concern.

_C-Carley?_

Surely it was a dream. He saw her dead body with his own eyes! It couldn't be…

As he remembered them being, his eyes were ever so heavy. Opening them properly seemed to drain the very life out of him. And yet he managed to push himself to do it. Millimeter by millimeter he opened them, and finally, to his amazement and sheer joy, he saw her. Carley was smiling at him, alive and well. Not a speck of blood or a hint of a wound of any kind could be seen on her face.

It made him so glad, to see her vibrant and full of life. He smiled and reached out with a shaking hand still lethargic from inactivity. He felt calm in an instant when he felt Carley embrace it tightly and hold it against her face, wetting it with her tears.

All was well. He closed his eyes once again and let out a sigh, sending out the air and stress that had accumulated in his state of shock. Carley was alive and not dead, and that was all that mattered.

Smiling, he began to open his eyes again, taking comfort in the warmth of Carley's hand. She sobbed into his palm, almost as if she wanted to apologize for something. But just what did she have to apologize for? It was him who failed her, not the other way around.

"It's alright, Carley," Lee said softly, opening his eyes to the radiant morning sun. "It's…"

…_Not her…_

"Lee, are you alright?" a familiar woman asked him as she sat on a chair next to his bed in the hospital room.

_What the fuck…_

One look upon her was all it took to get Lee's blood boiling. His hand yearned to crush hers in an instant, but his tired body wouldn't allow it. Instead of a vicious grip, his fingers merely seemed to squeeze hers in a tender fashion which she so gratefully miscomprehended.

"By God, I'm so glad," Lilly cried, then brought Lee's hand over upon his chest so he could relax. "I'm so glad that you're alive, after what I…I…"

Lee wriggled in order to move, but was pierced by a sharp, throbbing pain close to his right shoulder. Peering down, he saw that a couple of bandages were wrapped around his armpit and shoulder, and a spot of dried blood had settled at the source of the pain.

"Please, don't move! You'll only hurt yourself!" Lilly voiced her concern for Lee in a way that she had never done before. It made Lee nervous, seeing her like this. Whereas Lilly was frosty towards everyone in the old group, on occasion she would show her soft side, but only towards Lee and the two kids. Her exclusive trust in him multiplied tenfold after the death of her father at the hands of Kenny.

"Where-where am I?" Lee asked, wheezing from the pain as he sank back into his pillow.

"We're in a town called Woodbury," Lilly filled him in on the details. "I carried you through the woods after I accidentally shot you and we were abandoned by the others. I ran into a group of National Guardsmen who brought us into this town in their vehicle. This place is run by a man who calls himself 'The Governor'. He's a monster, Lee. Glenn's here as well, and I ran into him earlier."

"G-Glenn?" Lee seemed to relax a little at the sound of the name of the man he knew he could trust.

"Yes," Lilly nodded somberly. "He's probably the only friend we have in this place. And this place, it's…"

"It's what?" Lee questioned, unnerved by her eerie silence.

Lilly's face went white. "It's like the St. John's all over again. It's a hellhole, Lee. I'm just glad that they don't practice cannibalism in this place…as far as I'm aware."

Lee's heart sank the very second he heard those words. He had no time to spend languishing away in a bed inside a town that was filled with murderers who put on an inviting grin while holding daggers behind their backs. There was only one place where he should be, and that was by the side of Carley and Clementine, his family.

"You did this…," he growled at her, his eyes narrowing into a fierce glare. "You're the reason why we're here."

"I know!" Lilly sobbed, burying her face against the bed's quilt. "And I'm so fucking sorry! But Jesus Christ, Lee, you have to understand! I was trying to do it for all of us!"

"Do just _what _for all of us?" Lee shot back. "Killing the woman I love? How the fuck would that have helped us in—" The stress getting to him, Lee began to cough and splutter against his chest. To his relief, there was no blood, only saliva.

"You heard her for yourself, Lee! You heard her confess!" Lilly stood up for herself and argued with him. "She told us all about the deal she struck with those bandits! How she made a deal behind our backs!"

"She was bullshitting, Lilly!" Lee raged. "Just like I was bullshitting inside the RV by lying to you that I was responsible for it!"

"I got a confession out of her, Lee. She told the truth, and that's all that matters," Lilly said coldly, crossing her arms.

Lee tried to argue with her more, but was stopped, not in the least by the pain which resurfaced on his right side, but also due to his realization that he was haranguing the woman who must surely have risked life and limb to save his life after wounding him. Lilly had the choice to simply leave him to die so that she could stand a much better chance at survival herself, but she had stayed with him…protected him. He couldn't stay angry with her, no matter how hard he tried.

But she was a liar. Carley could never under any circumstances betray him like that. She kept his secret regarding his past conviction from the others, and cared deeply for Clementine's wellbeing. Just why would Carley have traded off food and medicine to a bunch of criminals and deprived their cherished Clementine of supplies? Both Lee and Carley would gladly give up their lives in an instant to save Clementine. That was fact, undeniable and unchanging.

His love for Carley was leaps and bounds above the affections he held for his ex-wife before the shocking revelation that shattered their relationship forever. His former spouse was warm and kind to him in the early years of their marriage, but as the seasons went on, she became colder…sometimes he wondered whether she cared for him at all. He was content with his own job as a college professor and lecturer of history, but his wife was always the travelling type, never content to settle and persistently driven by the desire to see new places wherever her work took her.

And the gifts…always with the gifts…She'd always ask him to send her flowers and jewellery while she was away, so that she could know that he cared for her. Wasn't his love and affections enough? As a keen reader of history as well as historical fiction, Lee couldn't help but feel that their marriage was going down the same road as that of Helene Kuragin and Pierre Bezukhov in Leo Tolstoy's _War and Peace_. His wife was the striking image of Helene – beautiful, attractive and irresistible on the surface, but callous, cold-hearted and condescending inside. Carley was a woman she could never hope to be.

Suddenly, a rustling of footsteps came from down the hallway, sending a chill up Lilly's spine. She rose to her feet, wishing for dear life that Glenn had not been requested – or, more like subtly threatened – to leave the room by the Governor himself an hour ago. The menacing, heavy footsteps approached one thud at a time until an imposing figure stepped through the doorway.

But to Lilly's tiny relief, she saw that it was not the Governor, but Trevor, who had saved her and Lee in the wilds the night before. He was still fully garbed in his National Guard uniform as he always was, and he looked at them with coolness about his eyes.

"He's up now, is he?" he asked Lilly gently as he walked into the room.

"Yes, he is," Lilly confirmed. "He just opened his eyes a few minutes ago."

"That's good," Trevor nodded. "The Gov's told me to come here and invite you into his office. He says he wants to personally give you a proper orientation tour around town in order to get you comfortable."

"That…sounds great," Lilly feigned a grin, then looked down at Lee. "But what about him?"

Trevor waggled his head to and fro. "Doesn't look to me like he's in any position to be moving anywhere soon. He can just stay resting in here until you come back. Now come on – the boss is waiting, and he has a lot of other things to deal with today." He gave a wave of his hand, gesturing her to follow after him as he walked out of the room and stood waiting for her by the hallway.

Lilly hesitated and looked down at Lee with fearful eyes. The St. John's were one thing; just how monstrous could these people be, that they were able to keep perhaps hundreds of terrified civilians locked up here in this death trap? Worst of all, she had no other choice than to co-operate for the time being. Either that, or she would surely face execution at the hands of those monsters. A slim chance was surely better than none.

Lee's expression was written all over with a warning to Lilly to take care of herself while she was in the company of the strangers. Heeding his silent advice, Lilly departed his side, but not before uttering a silent apology for what she had done to him. She walked away and joined Trevor as he proceeded to lead her out of the hospital building and out into the cold streets. The frosty bite of an oncoming winter chilled Lilly's body, the leather jacket she was wearing doing very little to provide her warmth.

"People here have a bit of a frosty and cynical attitude, but you'll settle in soon enough," Trevor said as he led her through a city street lined with small apartment buildings and emptied shops. A few civilians walked the streets, their faces devoid of any hope or optimism as they stared at Lilly with eyes that made those of the dead seem lively by comparison.

"I dunno," Lilly shrugged. "They all seem so…quiet."

"Heh…it's expected, isn't it?" Trevor chuckled, scratching his short brown hair with his right hand. "After all, some of them have seen the worst of this shit with the undead before they came across this place." Remembering Lilly's previous visitor, he asked again. "The Gov tells me that you've met Glenn in the hospital. He a friend of yours?"

Lilly immediately fought the natural urge to give a straightforward answer. She knew that the only people she could trust while she remained within the walls of Woodbury were Lee, Glenn and herself.

"Nah," she muttered back. "Never seen him before. Guy's a bit on the kooky side. He came into our room like a frantic, frightened little bitch."

"Hah, there's a few of them wandering around, believe me," Trevor laughed. "The most unstable ones we keep out of our town for fear they might start a ruckus. We can't afford to have any psychopaths loose within these walls."

Speaking of walls, Lilly gazed sideways past an alleyway at the far-eastern end of the town, where, like the old motel she and her old group stayed in and defended, wired and barricaded walls protected the perimeter. National Guardsmen just like Trevor stood with their rifles at the ready, situated in a uniform ten yards apart from one another. A perpetual state of high alert was to be expected of them, considering the horrific consequences of letting any walkers slip through unguarded spots on the wall. But still, Lilly couldn't help but notice the behavior and stance of the guards.

_Oh my God…_

_The guards…_

_They're not looking out and watching for any approaching walkers, but rather looking _inwards. _Seeing if anyone's trying to escape._

_The fucking monsters…_

One look at them was all it took to convince Lilly that she and Lee had leapt out of the frying pan and straight into the very depths of hell, never mind a goddamn fire.

At last they exited the long street and came to what appeared to be the front of a large building, a town hall, no less. The Stars and Stripes flew proudly from a flagpole on the roof as a symbol of strength, as if the National Guardsmen wanted the people of the town to keep their spirits up. Hell, they sure needed it at this point in time.

Bringing her gaze down from the roof and straight in front of her, Lilly felt a chill run up and down her spine the moment she saw numerous armored vehicles: a whole bunch of halftracks and GM four-wheel drives modified to serve as combat vehicles, as well as an M48 Patton and a mean-looking M1 Abrams Tank, both fitted with vicious wooden stakes on every side, making them look like porcupines.

The town border guards were stupid enough to let their ruse slip and allow Lilly to instantly know that they were up to no good, but those who tended to the maintenance of the tanks were obviously not as dimwitted. The surface of the tanks and their spikes were devoid of blood or undead flesh. After all, walkers were not afraid of the mutilated remains of their own, so the presence of impaled walkers on the spikes would only arouse the suspicion of the living.

Lilly did her best to shrug off the fear in her heart as she ascended the stone steps, following behind Trevor who led the way. Several of Trevor's colleagues stood watch on either side of the stairway, looking at Lilly with less-than-friendly faces. The large dual oak doors groaned heavily as they opened inward upon being pushed by the two guards who observed Trevor and Lilly's approach.

The interior of the town hall had an office-like look, with wooden floors which obviously were in a desperate need of refurnishing and replacing, evidenced by their creaking with every step Lilly took. A life-sized white marble statue of a middle-aged man with short hair, presumably an old mayor of the town, stood resolutely, his arm reaching outward as if he was beckoning someone to come forth.

Lilly walked past the statue, trailing behind Trevor who seemed to lead her to another room which was down the northern corridor. Two more corridors extended to Lilly's left and right, and the building seemed to be well maintained and orderly. The National Guardsmen may have lost their sense of duty and humility, but discipline and orderliness were two things that obviously were not missing.

An eerie feeling settled in Lilly's heart, almost as if it sought to chill her to the bone. She didn't like this place. It was too…quiet. Calm…She felt as if she was a hapless and clueless insect which had just flown right into the center of the mouth of a venus flytrap. And when the jaws clenched shut, there might not be a route of escape like there was in the St. John's dairy.

Glenn was right – they needed to leave as fast as possible.

_For the love of Christ, where's Glenn?_

"This is it," Trevor said, stopping in front of the door which was situated at the end of the hallway. It was impossible to see through the foggy, dense glass, but there was a certain air of dread about this place. It made her frightened to even think of going in there, let alone actually doing it and facing the monster that was obviously waiting for her within.

"He's inside there?" Lilly asked, fighting down the urge to shudder out of disgust.

"Uh-huh," Trevor nodded and stood aside. "You can talk to him and get much more information about how things are run around here. He said he'll give you a show around the place, as well."

"Okay, then. Thanks, I guess," Lilly exhaled, looking down at her feet out of worry.

"Don't sweat it, Lilly," he smiled at her and began to walk off. "Well, I've got to tend to my own duties now. See you around later."

Lilly looked over her shoulder and stared eerily at the departing Trevor. He was obviously going along with the ruse created by the Governor who was undoubtedly pulling his strings, and it was clear that, being armed, he and his ilk would feel that they could inflict whatever misery they wished upon whoever was unfortunate to cross their paths at any time. But still, he showed an amazing degree of self-constraint. Lilly could still remember the fiendish Danny St. John making her skin crawl as he whispered into her ear just prior to her and the group's confinement that he and his brother would have all the 'fun' they wanted with her after they killed the others.

Despite having a hunch that things may very well play out the exact same way in Woodbury as they did on that hellhole of a farm, Lilly remained calm. Panic and hysteria were the last things she needed at a moment like this. She had to play along and keep up her ruse of ignorance, otherwise she would only be condemning herself to brutal treatment at the hands of these armed thugs.

With a deep sigh she turned the metallic handle, pushing the creaky door inwards. The moment she stepped into the room, she coughed as the fumes of a cigar wafted towards her, assaulting her nostrils. Looking around her new surroundings, she could see close to nothing except the wafting clouds of smoke which drowned every single corner of the room. Just what kind of sick fucker could put up with this kind of place?

Convinced that there had to be another room further in, Lilly walked forward, waving her hand about in front of her to guide her way through the thick haze as she wheezed in pain. The lights overhead were dim at best, and she couldn't blame them for wanting to preserve their source of electricity. And then, she stopped when her right hand slapped upon a glass surface. She turned her head rightward, and then desperately fought down the all-consuming urge to let out a blood-curdling scream as her bloodstream went cold.

Her fierce breath blowing away a waft of smoke, she saw before her eyes a fish tank full of gruesome, severed heads kept preserved in light beer. Those which still had eyes looked blankly at her as she passed by them, her heart pounding madly out of control. They were all undeniably dead, but the way their dead eyes stared at her…it almost felt as if they were beckoning to her, yearning to escape from a perpetual nightmare that had no end.

Men, women, children, young and old…none were spared or shown even the slightest bit of mercy.

Lilly jerked backwards in panic the instant she saw the head of a man-turned-walker which was surprisingly still active. It glared at her menacingly, attempting to bite its way through the glass, but its missing teeth which had decayed away in the beer long ago rendered it harmless. Its mad attempt at her life having failed, it sank harmlessly down upon the pebbles and small stones which covered the bottom of the tank, just like an ordinary fish tank was. It continued to rage on, and began to bite and nibble at the ear of the head lying next to it with what remained of its ruined teeth.

Whoever kept these heads was a sick bastard, indeed. The mere sight of them was all it took for Lilly to know the true depths of the inhumanity of this twisted hellspawn who styled himself as 'The Governor'. It served as a warning to her as well: one wrong step and she could have the misfortune of joining these victims along with Lee and Glenn.

Taking a few more steps forward, she could see that unlike the sick St. John's brothers, the Governor and his ilk most definitely didn't discriminate when it came to their victims, no matter how beautiful or attractive they were. Within the tank that was located at the far end of the room was the head of a gorgeous blonde woman who appeared to have been in her mid-twenties before her untimely fate. Her pale skin was far from rotten unlike the heads of those whom surrounded her, suggesting that she was a recent victim, and her long, wavy golden hair was still rich and lush with vibrant color. Two turquoise eyes stared into Lilly's soul, reflecting the sheer terror that engulfed the heart of the woman just prior to her death.

Lilly couldn't take any more. She scrunched her hair in maddening frustration, blinking rapidly in the vain hope that she would wake from this nightmare and find herself in the security and peace of the motel.

And then, her heart froze in boundless fear. A heavy hand came down upon her right shoulder and a hot breath fumed down upon the top of her soft head. Lilly cringed with disgust, for the breath reeked fresh with the smell of cigar smoke which already enveloped the room.

Gritting her teeth, Lilly turned at a deathly slow speed. She was greeted by the sight of the imposing leather-clad chest of the man she quickly learned to fear and dread. His arms were great and mighty, strong enough to snap her neck or break her skull with a single strike. He easily towered an entire foot over her, and as Lilly looked up, she could see the very same cold, animalistic eyes that greeted her in the hospital building.

The man smirked and removed the vintage cigar from his lips before blowing another cloud of smoke directly upon Lilly's fair face. Lilly didn't dare to do as much as blink, terrified of the monster that stood before her and growled at her in a snakelike whisper.

"Come for the orientation, have you?"

* * *

**A/N:** Hope you enjoyed. Woodbury is a place that (to my knowledge based on other writers' fics that I've had a quick skim through) hasn't been covered much, or at all in fanfic circles. Well, I'm pretty much laying dibs on that by this point. I want Woodbury to be a sick place, and I mean _sick_. Being the loser in a game of Russian roulette is going to a blessing when considering the gruesome stuff that I'm going to put in.

I was wondering how I was going to start off this chapter at first, and then I remembered how I felt when I saw Carley's decomposing corpse lying on the road in Pewdiepie's playthrough of the 400 Days DLC. I recall not being able to eat my dinner after seeing that clip: if there's two deaths in all of video gaming that genuinely crushed me because of all the powerful character development, it was the death of Carley in Episode 3, and the death of Aeris in Final Fantasy VII. The Walking Dead game had a few 'dream' moments like that which Lee had in the RV of Clementine being a walker, and I really wanted to flesh out Lee's emotions when it comes to his relationship with Carley.

Thanks for all your reviews, as always, and keep an eye out for the next update. And be sure to support SummerTimeSadness1's _A New Day_!


	6. Safe, For Now

**A/N:** Here's the newest chapter. For some reason, I'm very energized and raring to write for this story now, as opposed to my sluggish attitude in the past months. I guess the many reviews you guys left me has paid off. You know what that means – keep 'em flowing, and I'll be more than happy to update whenever I can. :)

I really dislike having to go through these old scenes from the game, so I'll do my best and put in my own twist to them to make things unique. I'm also fighting the urge to YouTube walkthrough videos as well. Could never stand fics in any genre that just repeat the exact same dialogue from in-game instead of coming up with original dialogue between characters.

Also, I'm going ahead and writing my own backstory for Carley. In fact, we pretty much know nothing in detail about the characters' past, and so I really wanted to flesh that out as well. And for any of you other Walking Dead fic writers who are reading this, be sure to go full steam ahead with your own version of the characters' past lives before the apocalypse began, whether it be in the form of flashbacks or otherwise, with flashbacks being more preferable – it gives the characters so much more depth. I'm especially eager to write a flashback of Kenny's which explains why he's such a chicken (eg: running off after saving Duck from the walkers on Hershel Greene's farm; not helping Lee as he was being squashed by walkers under a broken door at the start of Episode 3; etc), and I'll have to think up of something to write about that in Chapter 8 or 10. He said he's a commercial fisherman, so my guess is that it has to do with some kind of accident he had at sea where he got into trouble for exerting too much effort into helping someone.

Anyways, here's the newest chapter. Hope you enjoy and review.

* * *

**Chapter 6**

**Safe…For Now**

_Feeling her stomach turn with sickness, Carley exhaled and squinted her eyes as she turned away from the gruesome pile of walkers that was being stacked up by Lilly in the middle of the travelier motel. Glancing to her right, she saw Lee looking silently up at the stars of the moonless night sky. His appearance was somber and frail, almost as if he was looking up at God Himself, asking Him just why they were being forced to go through hell on earth when they had done nothing wrong. Lee then peered down at what appeared to be a paper-like, thin object which lay in his hand, most likely the photo of his old family he took out of his family's drugstore. _

_The moment she saw Lee fold up the photograph and slip it back into his pocket as he turned and walked towards Glenn, who was with Lilly dealing with the pile of the dead, Carley swiftly turned her head towards the desk which was in front of her in an effort to avoid eye contact with the man who had just saved her life. _

_Once she heard Lee walk towards the pile of carcasses, Carley slowly turned her head to look over her shoulder at him. He stood in front of Glenn who knelt beside the body of the young woman who had committed suicide with Carley's gun. The Korean-American was obviously sorrowful, whispering something to Lee that Carley couldn't catch from where she was standing. When Lilly came by him in order to pick up the woman's body, Glenn shook his head and held out a palm at her. Silently, Lilly sighed and walked away from him in order to drag away the remains of a walker which Clementine mournfully stared at before trudging away behind the RV. _

_A touch of sadness and sympathy afflicted Carley's heart as she looked at Glenn holding onto the limp, cold hand of the woman who stared at the skies with eyes that still expressed the fear that wracked her moments before her death. A sigh could be heard from Glenn's lips as he moved his hand over the eyelids of the woman, enabling her to be at peace just like she wanted. He laid her hands over one another against her chest and rose to his feet, moving over to his pizza delivery car after his ear twitched at the sound of the mention of the state of Atlanta._

_Level 9 catastrophe…Good fucking God…_

_Carley found herself instantly fighting back tears, scrunching her hair and laying her elbows upon the surface of the table. Atlanta was her home, where her family resided. She still remembered the last time she heard the voice of her younger brother on the phone, the day before the shitstorm with the dead came about. Right now, she was meant to be with her family in her parents' home, watching her brother blow out the candles for his 18__th__ birthday, not fearing for her life in the middle of an undead apocalypse. It made her absolutely livid; made her want to scream. She shut her eyes tight with anger and began to sob._

_Life was fucking unfair, alright._

_Her eyes shot open when she heard the ignition of Glenn's car fire up. Just what was the guy thinking? Going back to Atlanta, a densely populated city, when he heard that it was in a state of Level 9 catastrophe? Christ almighty…_

_She then saw Lee conversing with Kenny, who was presumably thanking him for standing up to Larry in defence of his young son who was clearly in the best of health, with no bite mark at all. The two men seemed to get along well together, and their sign of unity gave at least a small amount of optimism for Carley, considering the presence of Larry who was leaning against a support column while looking at Lee with a menacing glare. No doubt the old man would continue to give them problems in the time they spent here in the motel, not least with his fiery and irritating temper and sharp tongue. _

_The moment she spotted Lee walk away from Kenny and move towards her, Carley quickly turned her head back down and pretended to rummage through a crate of supplies that was filled with spare food and ammunition. She still wondered why on earth Lee had chosen to save her over—_

_Doug…oh, Doug…_

"_Hey," he said with a much-needed sense of optimism in his voice. Turning around to face him, Carley put on a very small smile in order to conceal her sorrows before it faded altogether, replaced by a grim frown._

"_Hey…," she replied weakly, not being able to help letting out a sniff and a sob. _

"_You've been crying?" he asked, seeing a tear falling down her fair cheek. _

"_I have," she nodded, slightly glad that he noticed her sadness as it meant that she could wipe away a tear with her hand. "It's just hard to swallow, y'know? All the shit that's been going on."_

"_I hear you," he sighed. "In fact, I had to put my own brother out of his misery after I saw him on the streets. He was the last that was left of my family after—"_

"_After we killed your undead parents," Carley finished for him, seeing that he was too pained to go on. Lee nodded in response. "I'm so sorry."_

_Leaving the past behind him, Lee changed the subject. "How are you holding up, Carley? You weren't hurt or anything while we were getting away, were you?"_

_Carley shook her head, inwardly feeling grateful that Lee showed signs that he cared for her. "No. Thanks to you, I'm still alive. But oh God…Doug…" She hung her head and rubbed her pounding temple._

"_Things happened too quickly," Lee said. "I tried to save you both; I really did. But it was too late for him."_

_Feeling her tears drop down and splash upon her shoes, Carley shook her head to snap herself back to her senses – and when she did, she realized that a change of attire was in order. High heels were definitely going to be a liability in the weeks ahead, and a knee-length skirt most certainly was going to be a bitch when the cold autumn and winter winds came around. But drat! She didn't have any spare change of clothes with her. She shuddered when she came to the conclusion that if there weren't any clothes available in any of the drawers in the rooms of the motel, left behind by visitors who were now dead or missing, she would be forced to strip walkers of their clothes and use them instead. Hopefully there would be plenty of water and washing detergent available somewhere._

"_Carley?" _

_She blinked rapidly and brought her head up when she was broken out of her thoughts by Lee who looked at her curiously. _

"_Sorry, Lee," she replied. "I was just…thinking about Doug."_

"_You liked him, didn't you?" Lee asked. Carley, for a moment, wondered just how he had thought of such a thing, but then remembered the last words she said to Doug before his untimely death. Thinking back to the days of her youth and the shows she used to watch, it would take a bonehead in the style of Ash Ketchum from Pokemon to not get a grasp of the feelings that she and Doug had for each other. _

"_I did," she confessed. "He was the one who saved my life, as I've already told you." She chuckled when she recalled a memory of him. "I still remember opening my eyes and looking up to see him carrying me away in his arms from a group of walkers after I lost consciousness in the street after tripping and hitting my head on the sidewalk. Heh, he was like a knight straight out of a girl's fairytale that day."_

"_Too bad, isn't it?" Lee sighed. "Hardly got to know him, but I could tell that he was a wonderful guy."_

"_He sure was," Carley moaned, running her fingers through her hair over her scalp. "But Lee…can I ask you something?"_

"_Of course," he nodded and listened attentively._

"_Why did you choose me? I don't understand. I'm the one who knew your true identity, after all. You had every reason to fear me and try to get rid of me. Why didn't you?"_

_She saw Lee look away for a brief moment, conflicted in his thoughts and wondering to himself just why he had done as he did. Then, finding the answer, he looked back at her and spoke. "Doug was a great guy, and you're sort of right about me having reason to be afraid of what might happen with your knowledge of my past, but…you saved my life, Carley – not just once, but twice. I, uhh…couldn't help but feel obligated to protect you. Hell, I still owe you one, even after saving your life from those walkers."_

_Carley blushed a little after hearing that Lee wanted to protect and look after her. But he was right, after all: she saved his life when she brought him and Kenny's family into the drugstore, and another time by shooting the walker that had assaulted Clementine after it busted out of the bathroom. A fluttering feeling settled in her heart, and she fought down the heat that arose in her body, threatening to color her cheeks red._

"_And secondly," Lee went on, "I also appreciated the way you looked out for Clementine."_

"_Huh?" Carley's eyes widened in surprise. _

"_I remember seeing you give to Clementine the chocolate bar I handed to you after taking care of the kids. You told me not to fuck with a reporter who's more than three days out from her last cup of coffee, so…I thought a substitute was in order. I was surprised you gave it to her, though."_

"_You saw that?" Carley raised an eyebrow. _

_Lee nodded. "Yeah, and I appreciate it very much. Couldn't help but get a feeling that you really care for Clementine as I do."_

_Carley shrugged, feeling uneasy due to the praise. "She's a kid. I thought I should look out for her. Kind of reminded me of my cousin's daughter who lives up in Boston: same eyes, same smile…" She immediately looked away, displeased by the fact that her mind had wandered off to a topic that would only give her heartache. She didn't have any children of her own, but loved her young relative dearly as if she was her own daughter. _

_Falling into silence, she looked deep into Lee's eyes. She tried all she could, but didn't get a single sign of dishonesty, malice or deception. And somehow, for some reason, she felt…drawn to him. As if she could place her life in his hands and not worry about a thing from here on out. She didn't feel this way ever since the death of her former boyfriend, Tray._

_Tray…oh fuck no, she couldn't start thinking about him now._

"_I…I need to be alone now," she began to cry again. "I'd like to have a moment to myself."_

"_Okay, then," Lee nodded, sensing instantly that there was a pain within Carley that could only be healed with time. "If you need anything at all, just…call me or Kenny, okay? We'll be there for you."_

"_Thank you…," Carley wept, allowing another tear to fall upon her foot. Lee left her in peace and approached the two young children, Clementine appearing to be uninterested in Duck's wild stories._

_Carley sighed deeply, aggravated by the fuming feeling within her chest that threatened to boil over. Fear gripped her heart, causing her to quickly become concerned with Lee's safety as much as that of her own. The last time someone promised to protect Carley with his life, he ended up losing it._

_She could only hope and pray that no-one else had to die for her ever again._

-o-

"Carley…," a soft whisper crept into her ear, and the woman stirred at the feeling of a gentle hand on her knee that was up against her chest in her squatted position on board the carriage of the box car. She could feel the rumbling of the train's wheels below her, and slightly sighed with relief knowing that Kenny still had the strength to carry on after the loss of his son.

She drearily began to open her eyes. _Fuck, why do I keep on dozing off to sleep? Can never protect Clementine this way._ Being in the middle of a zombie apocalypse certainly meant that one would almost always be deprived of the standard recommended eight hours of sleep a day, and it was really beginning to take its toll.

"Jesus fucking _Christ_!" she suddenly screamed out in shock, noticing Omid who had his face up too close for comfort. In her state of panic, she accidentally lurched forward and headbutted him straight in the forehead. The Persian-American collapsed backwards onto the floor in pain, moaning clutching his throbbing temple.

"Swear," Clementine said softly from the right. Carley could see that the young child was curled up in a ball lying sideways on the floor, hugging her knees together. Christa sat cross-legged just behind Clementine, and Carley took some comfort knowing that the woman was looking out for Clementine.

"S-sorry! Are you alright?" Carley apologized to Omid, covering her lips with her fingers.

"Yeah, yeah, don't worry about me. God, freaking Christ it hurts!" Omid wailed as he gradually recovered. He sat up and spoke to her while holding his reddened forehead. "Christa sent me over to wake you. Clemmy's kind of in a depressed mood right now."

"Why? What's wrong with her?" Carley asked as she initiated a crawl on her knees towards the child who was a few feet away.

Christa explained, patting Clementine on the back. "She spoke with Chuck while you were gone in the woods. Old man said to her that she's not going to make it, and…well…she got downhearted."

Carley was shocked. "What? He actually said that to her? I'll kick his ass!"

She thought for a moment, and recalled seeing Clementine all silent and still in her present state upon her return from the woods after dealing with Duck on behalf of Kenny and Katjaa who couldn't bear to do it themselves. She assumed that Clem was depressed after the loss of yet another friend, but now realized it was all because of what Chuck said to her.

"Clem, honey, did he really say that to you?" she asked the little girl again and got a little nod in response. Frustrated, she got up on her feet and turned around to walk to the front of the train. "I'm going to talk to him. Watch her until I get back."

Hearing the door close shut behind Carley as she departed, Omid muttered under his breath to his partner. "Geez, honey, she's about as scary as you are when you're on your per—"

"Uh-uh," Christa scolded quickly, shooting him a disapproving glance before looking down at Clementine.

"Oh…sorry," Omid gritted his teeth and shrugged, knowing that he hit a nerve as well as an inappropriate note.

-o-

A rush of cool air blew over Carley the moment she exited the door, sending a chilling and relaxing sensation down her spine. The light of the setting afternoon sun shone upon the right side of her face, serving little purpose other than reminding her of the bitter cold that was about to come when night settled in.

Seeing a figure standing with his elbows pressed up against the rail and his head in his hands, she instantly recognized him as Ben. After all, he had every fucking reason to be ashamed of himself, considering what kind of shit he pulled everyone into. She began to boil over in anger all over again, but surprising even to herself, she found that rather than seething hatred, so was afflicted more by fear.

Fear of the unknown, now that Lee, the pillar of strength in their group, was no longer with them. Everything felt so calm and stable with Lee even in the worst and dangerous of times, and now that he was gone, everything was just so…

'Fucked' would be a very light way of saying it.

"Hey," Carley muttered to the boy in an unfriendly manner, drawing his attention.

"Hey," he barely mumbled back, knowing that he was about to get the lip.

"You understand just well what kind of shitstorm you've made us all go through, right?" she said, holding her right hand in a fist up against the side of her waist.

"I do," Ben nodded weakly, still too much of a coward to look at her.

Carley felt the hate simmer in her, but slowly and surely the heat was beginning to rise higher and higher. She wished she had on her a glove, so that she could slap him hard multiple times in the face – the present wreck he was in reminded her of the scene in the film _Patton_, where General George Patton slapped a chicken-shit coward of a soldier on the head with a glove. And boy, did Ben need a slapping to get him back in his right mind and senses.

Keeping her voice down so as to avoid arousing the suspicion of the others, she berated him. "You've caused _two _deaths now, Ben. You better start to toughen the fuck up and look out for the others from here on out, otherwise it's _your _ass that's going to be thrown first in the line of fire next time. Got that?"

Frustrated by her constant pressing, Ben turned and threw his hands against his sides as he shouted back. "I'm _sorry,_ alright? I promise I'll make things better next time!"

"You fucking better," Carley crossed her arms and glared at him before exhaling deeply and walking away. "Otherwise I'm going to leave your ass behind like we did to that bitch who shot Lee."

Leaving the grief-stricken boy behind, Carley opened the door to the driver's quarters and entered. Inside was Kenny sitting on the driver's seat, and Katjaa leaning against the side wall with her face wrapped in her hands.

"Hey guys," she said to them, and the door clicked shut behind her. "How are you…holding up?"

"What does it look like?" Kenny mumbled almost incoherently. "We've just lost the most precious treasure in our lives."

Carley walked over to Katjaa and put her hands on the shoulders of the grieving mother of a dead son. Katjaa welcomed and returned her embrace with a hug, ever so grateful for Carley's support. After all, mutual support was all they had left in this cruel world.

"I'm not going to lie and pretend that I know and feel what you've lost, because I don't," Carley admitted. "I can only say to you that we're all a family now, and I'm going to do everything in my power to look out for you guys as well as Clementine."

"Thank you, Carley," Katjaa mustered up a smile as they separated, although she struggled to maintain eye contact. "It means so much to us."

"If ya don't mind, Carley, we'd uhh…," Kenny sighed, "we'd like to have some more alone time. I think silence is the only medicine we have going for us right now."

"Okay," Carley nodded and obliged them, then noticed Chuck standing out by himself on the small standing platform at the front of the train. "If you need anything, I'll be with the others in the back. I just need to speak with Chuck, first." She left the couple in peace and pushed open the door which led to the very front of the train. Stepping out and keeping a firm grip on the railing barrier, she confronted the old man with an icy stare.

"Howdy," he said, electing to optimistically ignore her hostile eyes.

"Spit it out, asshole." She cut straight to the point with an aggressive hiss, doing her best to keep her voice down to avoid disturbing Kenny and Katjaa. "Say to me what you said to my precious little girl."

Chuck waggled his head to and fro a little, looking forward into the vast emptiness of nature. Then, sensing that the young woman was growing impatient with him, he responded. "You gon' die someday if this keeps up."

"How can you say something like that to her? She's a little girl, for fuck's sake!" Carley scolded.

Shrugging off Carley's snappy words, Chuck went on. "You may feel all cosy and safe for now, but I'm tellin ya shit don't matter if you're dead. And considering that you're planning on taking this here train all the way to a densely populated city, that's a fate you should be expectin'."

"What the fuck do you know about us? Our group's been through thick and thin together! We don't need you filling her head with fear! Piss the fucking hell off, will ya?"

Chuck stupefied her with a single question. "That little girl seriously never got grabbed before?"

Carley's face went pale and cold the moment he spoke, and her eyes simply stared off into the emptiness.

_Oh fucking God_…

_That time at the drugstore when Clem was grabbed by the ankle by a walker during our escape, and I couldn't aim a shot at the walker for fear of killing her…_

_Lee's story about Andy St. John grabbing Clem by the hair…_

Chuck was right. Undeniably so.

"Thought so," Chuck shrugged. "I was going to tell that Omid and Christa what y'all should be focusing on doing in order to keep that little girl alive, but they shooed me away, so here I am."

Now all too aware that the old man's words had some weight behind them, Carley decided to settle down and listen. "What do I need to do?"

"Well, now," Chuck sighed deeply and looked forward again. "Seein' as you're hellbent on your boat plan, I'd say that the best thing for you to do is prepare the girl for what's coming ahead. And I mean prepare her for _any _eventuality – even the case where you die."

"I'm not going to die! I can't! Not while she needs me!" Carley insisted. The thought that she wouldn't be there for Clem was simply ridiculous.

"That's exactly what a young couple said to me in a town way, way, way off to the west. Next thing you know, their corpses are lying coldly still on the streets, and their guts spilled and eaten by those things. And the poor little girl they were taking with them? She copped the worst of it by far." Chuck covered his eyes with his hands, too disturbed by the image that came up in his mind. "She was eaten face-first by those walkers, still screaming until they chomped up her neck. Ain't a pretty sight at all. Enough to have broken my sanity if I didn't have the will to carry on."

"Jesus fucking Christ…," Carley whimpered, holding her hand to her mouth out of disgust. Instantly she was reminded of the early days of the apocalypse when she saw a young Japanese tourist girl at the Cherry Blossom Festival get eaten alive by a bunch of walkers after being separated from her family.

"And that's why I'm tellin' ya you need to get that girl prepared," Chuck insisted. "For starters, you can cut that damned hair that's going to get her yanked one day. There's a pair of scissors in my pack in the box car. And teach her how to handle a weapon – not just shoot it, but reload it as well."

"You're…you're serious, aren't you?" Carley shuddered. "You think she's ready for that?"

"Hell, in this new world, you've gotta be ready for anything and everything," Chuck gruffly said. "No matter how young or old, small or big you are, you need to be ready and take nothing by chance. Cos' the dice is pretty much loaded no matter what decision you make. You really willing to take a gamble on your little girl's life, after seeing what happened to that boy just then?"

"No," Carley resolutely shook her head. "Absolutely fucking not."

"Then go train her up already. Teach her how to shoot. You can do that, can't you?"

"Of course. I'll do just that. You're totally right," Carley replied.

"Of course I'm totally right," Chuck answered, piercing Carley's heart as she realized that they were the exact same words she once said to Lee on the day she persuaded him to let the others know of his past convictions as a felon. Her eyebrows tensed eerily as she fought the urge to break down in tears. Instead, she opted to stare out into the distance with Chuck.

"So…you have family?" she asked, changing the subject quickly.

"Used to," he sighed. "They pretty lost all interest in keeping touch with me after I became homeless."

"You were homeless before all this came about?"

"Sure was," Chuck tilted his head. "Housing market crash of '08 hit me damn hard. My home lost close to 80 percent of its value in a matter of days. Soon enough, I was out on the streets doing whatever job I could, whenever I could find it."

"Never quit, huh?" Carley asked, smiling a little as she was impressed with his resilience.

"Nope. Not in my veins to quit. That's why I'm still going on right now." He opened his mouth to presumably ask Carley about herself, but stopped as he remembered that it was more urgent that she take care of Clementine. "I'd love to keep on talkin' to ya, miss, but you gotta take care of that girl now. She ain't gonna learn to handle a gun properly in a matter of minutes."

"You're right – I should get going," Carley nodded and turned to leave. Then, pausing in her steps, she looked over her shoulder and smiled. "And Chuck, you're a wise man, I've gotta give you that."

Chuck shook his head. "A fool thinks himself to be wise, but a wise man knows himself to be a fool. Now get going."

Perplexed by Chuck's personality, Carley left him alone and headed back to the box car where Clementine was, exchanging silent nods with Kenny and Katjaa. She passed right by Ben, not caring in the slightest what he was currently thinking. The last thing she needed was to be around the presence of the boy who ruined her life.

She entered the box car again to find that Clementine hadn't stirred at all from her resting spot since she left. Seeing Clementine snuggled up next to Christa stirred up a whole range of emotions; on one hand she was glad that her dearest Clementine was being looked after, and on the other hand she couldn't help but feel slightly jealous towards Christa. As if she was taking her rightful place as Clementine's carer by the passing second. And she didn't like it – not one bit at all.

_No_, she shook her head slightly, looking down. _Clementine needs all the help and support she needs. What kind of surrogate mother would I be if I denied her a new friendship which could help her? _She then looked up at Omid and Chista who were both looking at her with concerned eyes. _But can I really trust them? How do I know that they're not another version of the St. John's?_

"You're back," Omid greeted her positively, breaking her out of her thoughts. "Did you talk to Chuck?"

"I did," Carley said as she moved towards Chuck's pack which was lying in the corner of the box car, directly to her left. She began to rummage through it until she pulled out a pair of scissors and held it out to them. "He told me that I need to, uhh…prepare Clementine."

"Prepare? What do you mean by that?" Christa asked.

"Harden her up, I guess," Carley said, approaching them with scissors in hand. "First of all, I need to trim her hair a bit. She got grabbed by a man at a dairy we went to. Sick people there were cannibals."

"Jesus Christ," Christa gasped against her hand. "And I thought _we _faced some rough shit in our time."

"Swear," Clementine softly mumbled at Christa, and then looked with uncertainty at Carley who came up to her and crouched down so as to avoid making her uncomfortable.

"Clementine, baby, are you ok?" Carley asked her quietly, running her fingers through the side of Clem's hair.

"I don't know…," Clem sighed and dismally shook her head. The carnage and horror she saw in the past few months was enough to break the sanity of a grown man or woman. Just how in the hell a young child like Clem managed to put up with such things was simply beyond Carley's understanding.

"Could you sit up for me? We need to trim your hair, honey," Carley requested, but Clem wouldn't budge. "Please, Clem, it's really important."

"What is it for?" Clementine asked.

"I still remember hearing about how Andy St. John grabbed you by your hair when his family ambushed you in their farm. We can't take any chances like that, Clem, whether it's the living or the dead who try to grab you."

"Oh…okay," Clem murmured as she obliged Carley by sitting up with her legs crossed. "Please don't make me look stupid, okay?"

"I promise I won't, sweetie," Carley said convincingly, although in truth she failed to even convince herself that she could pull it off. Whereas you'd think that years and years of occasionally going to a fancy hair salon and getting stylish trims and sometimes wavy perms would naturally teach Carley a thing or two about hairdressing techniques, she found that she was simply clueless in terms of where to start. Just one more embarrassing thing she didn't have any idea what to do about besides not being able to deal with batteries. Surprisingly, she had never had to deal with batteries in her entire life: they'd always be replaced by someone else by sheer luck and coincidence, and she never had to use battery-powered devices after she moved out of her parents' home.

"Want me to take care of it?" Christa offered, leaning in slightly to make herself visible to Carley behind Clementine, and Carley looked with a dumbfounded expression at her.

"You actually know how to do this?" Carley raised an eyebrow.

"Sure she does," Omid cheerfully nodded. "We had a cat, and Christa would cut its fur a lot of times. Never really was satisfied unless our kitty's fur was cut damn neatly."

"Whatever happened to it?" Carley asked Omid as she handed Christa the scissors.

Omid sighed and shook his head in disappointment. "It, uhh…ran off somewhere during our first encounter with a bunch of walkers near the outskirts of Atlanta. We never saw it again. Hell of an interstate tour, that much was for sure."

Carley sat beside Clementine and held the young girl's hand, squeezing it in order to hopefully soothe some of her nerves. Clementine returned her affections, but continued to look down mournfully in silence.

_Obviously still thinking of Lee and Duck, that much is for sure,_ Carley thought as she looked upon the girl's sullen face. Considering all the shit that had gone terribly wrong so far, it made her wonder just how in the world Clementine had any hope at all for her parents' safety.

Then, Omid's words striking her curiosity, Carley talked to him. "You were on an interstate tour? Where are you guys from?"

"San Francisco," Christa said while she continued to trim Clementine's hair. Pretty good by the looks of it, as Carley observed.

"Or, San Fran_sicko_ as Michael Savage used to say," Omid cracked a joke about the talk radio host whose fate was unknown.

Carley raised a tired eyebrow at Christa. "He a joker type?"

Christa merely sighed. "Sure is. But that's just a part of him that I love."

Omid shrugged and spoke cheerfully. "Well, considering the hell everyone's going through, I decided that I might as well keep my sense of humor. Ain't that a fresh change?"

Growing increasingly convinced that she could place her trust in her new friends, Carley managed a smile. She was always suspicious of the St. John's brothers right up until the truth about them came out, but she found that somehow, Omid and Christa seemed to be too good and honest to ever stab someone in the back. The fact that Chuck was alive and well considering that he and they had been acquaintences for some time before the arrival of Carley and the others in the RV was also something that shouldn't be taken lightly when making judgement about Omid and Christa's character.

Carley shrugged. "Well, anything's better than all doom and gloom, that's for sure. So what did the two of you do before all hell broke loose?"

"We lived in an apartment in Franny and made ends meet by Omid working as a mechanic, and me as an accountant," Christa explained. "Months ago, we decided to take a trip along the states which comprised the original Thirteen Colonies in the days of the War of Independence. Omid's a bit of a geek when it comes to history, and there was no way of talking him out of it."

_History lover…Just like my precious Lee was. _It took every bit of strength for Carley to attempt to keep a straight face.

"You really need to stop calling me a geek, honey," Omid shook his head in joking disapproval. "Besides, it's damn interesting stuff if you ask me."

Christa chuckled and sighed. "The crap I had to put up with after losing a coin toss one night."

Peering sideways, Carley saw that Christa was making remarkable progress with Clementine's hair. The woman was trimming Clementine's hair almost as if she was a professional hair stylist, cutting carefully and precisely instead of the amateurish sideways chops that Carley certainly would have done if she had cut it herself.

"What about you? What did you do before the dead started chomping on everyone's necks?" Omid asked Carley.

Amused by Omid's humor, Carley answered while she continued to learn from Christa's handiwork. "I was a reporter for WABE radio before all this happened, and was on the scene at a Cherry Blossom Festival in Macon. Was absolutely hellish to get through the huge crowd of Japanese tourists – they sure love their cherry blossoms, I'm tellin' ya. Before my short-lived stint in radio, I worked as a reporter at WXIA local news. TV was so much more glamorous than radio...I remember craving the attention and praise I got while I was working there, as well as simultaneously shuddering at the popularity I accrued on internet forums among geeks crouched up in their basements busily typing away with praises for my looks among other…_indecent_ things they'd do in their private time. Heck, some of them even said that I would be the new Megyn Kelly someday should I make a real name for myself and go national."

"So what happened with that?" Christa asked. "How did you get to working in radio when you had things really going for you on TV?"

Carley sighed as she recounted the painful memory. "I often worked as a war correspondent years ago. Y'know, Iraq, Afghanistan and so forth. One time while I was live on their air with a news story in Iraq in 2005, damn terrorists attacked with a bomb blast followed up by a raid out of nowhere. My cameraman got shot in the head that day and died on the spot. Luckily for me, I had on me a Kevlar vest and a handy little Glock. I survived and the terrorists retreated, but…I never really got over it. The post-traumatic stress kinda got to me and I just couldn't hold it together on air anymore. I took a bit of a break after that, and then found that the only job I could find at that time was at WABE Radio."

"Holy shit, that sounds intense," Omid said with wide eyes. "But just how did you survive? The encounter in Iraq, I mean."

Glancing down at Clementine who for some reason didn't seem to scold Omid for swearing as she did for her and Lee, Carley frowned a little and then continued. "One of the marines stationed there threw himself in front of me and sprayed a blast of rapid fire at three terrorists, one of whom shot him in the chest. His name was Tray, and lucky for him, his combat vest slowed the bullet and it barely stopped short of inflicting a fatal wound. I saw him in the army hospital in private afterwards, thanked him and then…practically started a relationship with him from there. He, uhh…he was my ex-boyfriend."

Clementine seemed to stir a little, keenly interested in the new revelations she had never heard before from Carley. Why had Carley never said anything about this to Lee?

"What happened to him? Where is he now?" Christa asked, now close to finishing cutting Clem's hair.

"Dead. Not in this apocalypse – _long _dead. He finished his tour of Iraq in '06 and came back to the States for a year. Turned out that we actually lived just a few blocks from one another. We really grew close in that time, and after a little over eleven months, he…he actually proposed to me. I was ecstatic and said 'yes'. We were so preoccupied with planning the wedding, and then he suddenly got called up for a tour of Afghanistan. It really hurt when we realized he had to go."

"How did he die?" Omid asked softly and sympathetically.

Carley grumbled, intensely disliking the pain that the topic brought up, but continued regardless. "Scumbag member of the Taliban posing as a Afghan army recruit shot him in the head while he had his back turned to him and then bolted into the wilds. Seeing his coffin come back draped with a flag simply crushed me, and I was in mourning for over a month, visiting his grave every Sunday. Then later, a story popped up on the news about a group of marines who had pissed on the bodies of some killed Taliban. I couldn't help but feel some joy after seeing from photos that one of the dead Taliban was the asshole who killed my ex."

The snipping of the scissors in Christa's hands grew slower and slower the more she listened to Carley's heartbreaking story. Just how on earth someone could live with such pain, she could never understand.

"Sorry for dragging this subject on – it must be hard for you to talk about it," she apologized, and received a warm smile from Carley in response. Then, deciding that the best way to shift the mood was to draw attention to Clem's new hairstyle, she stared down at the child and brushed loose strands of hair off Clem's neck with her hand. "There. Doesn't that feel nice and fresh, sweetie?"

"It feels good…so light now," Clem beamed as she turned around and gave Christa one of her adorable and heartwarming smiles. "Thank you."

"Don't mention it, Clem," Christa smiled back at the child whom she was quickly growing attached to. For a split second, she thought of the child that she would be both blessed and cursed with in the coming months, and the complications it would cause. But that was months away; being in the early stages of her first trimester, she didn't even have a bump to show.

"Does it look pretty?" Clem grinned at her beloved guardian.

Carley smirked back, finding it amusing that the little girl was concerned with her appearance at a time when appearances didn't count for shit. Still, it was always nice to have a small glimpse of what life used to be like before everything went terribly wrong. Every time she looked upon Clementine's face when she was smiling, Carley saw not only the young girl whom she loved with all her heart, but also a reminder of the days when the worst they had to fear about was being scolded by her parents for a dropped and broken glass or plate in the case of Clementine, and not being able to have a coffee when she desperately needed it in the case of Carley. Good times now that she looked back on things, even if it didn't seem so at the time.

"Honey, you know you're always beautiful to me no matter what. Don't you fret," Carley smiled like the angel that she was at Clementine and pulled her in by the shoulders for a quick peck on the forehead. Then, seeing Clem's trimmed hair all around them and being blown here and there by the wind, Carley decided to begin to clean up the place, as did Christa.

Helping Christa and Carley clean away and dispose of Clementine's fallen hair by throwing them off the side of the open box car, Omid spoke. "So Carley, what was the plan again? We get to Savannah and find a boat?"

"Hopefully we'll be able to," Carley nodded. "But after we find a boat, I actually have absolutely no idea where we're going to be headed. If you ask me to think with my gut feelings, we could search for some naval bases here in Georgia, or all the way down in Florida. What we need right now more than anything is safety."

"That sounds good," Christa agreed. "We've been running here and there for the past few months. I could definitely use the safety of a military base, couldn't you?"

"Why Florida, though? Why not just make a dash for Texas?" Omid suggested.

Carley felt slightly irritated, knowing that it was an irrational idea due to the distance involved. "We'd have to go all the way around the coast of Florida for that. And just what's so special about Texas?"

Omid couldn't help but crack a smile. Another example of his optimistic humor in the darkest of times. "Because…Chuck Norris lives in Houston, Texas?"

Carley and Christa merely stared at each other in silence, their mouths slightly ajar in an expression which expressed awkwardness all around. Clementine looked up eerily at the man, not knowing what in the hell he was on about.

Hoping to lighten the mood up, Omid dealt another one of his jokes. "Walkers actually turn instantly upon death – they're just playing dead because they don't want to be found and roundhouse-kicked through the head by Chuck Norris."

The women sighed in unison and looked at each other with tired eyes.

Convinced that it would take a little longer for his humor to settle in, Omid said another. "When Chuck Norris is bitten by a walker, he doesn't turn into one – the walker turns into Chuck Norris."

Again, eerie and disapproving silence…

Omid was doing his best to control himself and refrain from bursting out in laughter. "Whenever an earthquake happens in some part of the world, it means that Chuck Norris is doing pushups and bench presses in the gym."

Growing tired of Omid's jokes, Carley sighed and looked downwards while rubbing her temple. If she was going to be stuck with him for weeks and perhaps even months, it was proof enough of the fact that God had a sick sense of humor.

"That's enough, Omid," Christa muttered, taking notice of Carley's frustration. "Carley looks like she's in need of a bit of a rest."

"Aah, come on – they were classics, I'm tellin' ya," Omid grinned and decided to lean back on the floor.

An unpleasant memory suddenly flashing in her mind, Christa voiced her opinion. "But in all seriousness, I'm suddenly starting to have second thoughts about finding a military base now."

"Why's that? Isn't it the safest option?" Carley inquired.

"We came across a former National Guard base someplace else," Omid explained. "I still remember how relieved we were when we first saw it, but when we were about to step inside, walkers started growling and moving towards us from inside the perimeter. Whole place was littered with used bullet shells – I guess they ran out."

Surprised by the revelation, Carley puffed and sighed. "Heh, and I thought that the entire military was holed up in Washington D.C. protecting goddamn government bureaucrats. Never knew that they had massive problems of their own."

"It's not just weapons that's the matter, but also food," Christa reminded Carley. "How are we going to keep up food supplies in the weeks ahead, if we even last that long? Chuck was generous enough to share some of his which we've gratefully accepted, but nothing lasts forever."

"Aah, come on, honey, keep a sense of optimism!" Omid insisted with a smile. "We've found a group now and I'm sure we'll all be safe together. If you ask me, we've got a great shot at this!"

_A great shot…_

_Oh shit, I have to teach Clementine how to handle a gun…_

"What is it?" Christa said, laying a gentle hand on the shoulder of Carley who looked down with her teeth gritted together.

"I have to teach Clementine how to shoot," she said flatly, looking Christa dead in the eye.

"Huh? Me? Shoot a…a gun?" Clementine shuddered, slightly pinching her bottom lip in shock. She immediately wrapped her hands together behind her back and shook her head. "I don't know if my parents would like that. They'll probably be very angry."

"Chuck's persuaded me otherwise, honey," Carley said. "I know he didn't have the time to properly explain his point to you before he was shooed away, but he told me of how he saw a young girl your age lose her life to a group of walkers who swarmed in on her. And to be honest, I saw something similar on the first day when all of this business with the dead occurred."

"…" Clementine remained silent, and she didn't have the courage to look Carley in the eyes. Such a giant step for one so small…

"Clem, look at me," Carley said, cupping Clementine's face in her hands and stroking her cheeks. The young girl slowly did as asked, and her eyes were full of uncertainty. "I know handling a weapon can be daunting, but you really have to do it. As much as it pains me to say this, I'm not going to be there all the time for you. And even if I am, I may not be able to protect you. You remember what happened on the day we all met in the old pharmacy building, don't you? How I almost died myself after my gun was empty before Lee came in and saved my life? Well, that kind of event can repeat itself sooner or later. I want you to be prepared for anything, because…well…I love you. Very much. I love you more than anything in this whole world."

Clementine held back a sob and nodded her head. "I love you, too. I'll try my best. I'll do it."

"Great to hear it, sweetie," Carley smiled and warmly embraced her. She looked over her shoulder at Omid and Christa who seemed to agree with her. She could tell that they were interested in just who Lee was, but held their silence out of courtesy. She would oblige them in time.

"So this is it? You're really gonna train her how to shoot? Like, now?" Omid asked. "Helluva leap, if you ask me."

"We really have no choice, like Chuck said," Carley nodded. "Omid, could you please head to the front of the train and tell everyone as you pass them that I'm going to be training Clementine? I don't want anyone to be shocked while we're at it."

"Sure thing," Omid snapped up onto his feet and began to walk off with a bounce to his step.

"And be sensitive to Kenny and Katjaa," Carley reminded him as he laid his hand on the door handle. "They're still in mourning after the loss of their son, and want peace and quiet. That means no jokes."

"Okay, okay, geez," Omid grunted. "No more Chuck Norris jokes." With a whoosh of wind flowing in from the door which opened up before shutting again, Omid was gone, leaving the three girls in silence.

"Alright, Clem, let's get you started," Carley sighed, pulling out her pistol from its place within her jacket. The cold surface of the handle sent a shiver up her arm, a sure sign that the chill of the oncoming winter was just as intimidating as any walker. She handed it to Clem, who looked upon it with wide eyes are her little hands wrapped around the handle and pointed it straight forward.

"Whoa, whoa!" Carley wailed, waving her hands in front of her. In her bewildered state, Clementine failed to notice that she was aiming the gun right at Carley's heart. "Lower it, honey! Always remember to keep it pointed downwards and keep your finger away from the trigger if you're in a safe place!"

"Oh…sorry," Clementine winced in apology, lowering the gun.

"That's better, sweetheart. Now, I'm going to run you through the basics, okay?" Carley said, patting her on the head before getting up to grab some bottles she saw inside a crate. Old man sure loved his booze, by the look of it.

"We don't have many bullets to spare, do we?" Christa sighed.

"No, we don't," Carley confirmed, lining up a bunch of bottles next to each other. "And that means that you're going to have to try and make every shot count, Clem."

"Okay…," Clementine replied unconvincingly.

Carley walked back over to Clem, slightly unnerved that she was teaching someone else's daughter to shoot a gun without their permission. Then again, Clementine's parents were undoubtedly dead when considering what Lee told her about Clementine's mother's final voicemail in the house. It was only a matter of breaking the news to Clementine when the time came – or, in the worst-case scenario, having the girl see her parents with her own eyes. And when that time came, Carley would without question become Clementine's sole guardian.

She could only hope and pray that she was up to the task.

"I see you've got a good hold of it already, Clem. Now let's get to work…"

First teaching Clementine how to operate the magazine release button on the side of the pistol, Carley walked her through the steps involved in reloading the weapon by first emptying multiple magazines of bullets, careful not to lose any by keeping them in her pockets. Slow to learn at first, Clementine quickly became a natural, slipping in and out the empty magazines with remarkable speed – after all, she had very little choice in the matter, and the thought of being grabbed by a walker terrified her to the bone. After congratulating her following several minutes of reloading practice, Carley then transitioned her into actually firing the pistol. Although she was first intimidated by the loud noise which rattled her eardrums despite Carley's hands being over her ears, Clementine again showed just how quick a learner she was by hitting one of the bottles on her third try with Carley's help. Her confidence growing, she did it again on the next shot, and following that, managed to hit the last bottle without any help at all from Carley. Finishing it all up, she quickly reloaded the pistol with a new magazine and locked it in place.

Impressive, to say the least, and Christa clapped as she applauded Clementine's skill from behind her.

"Well done, Clem! You're a natural!" Carley knelt down and congratulated her with another pat on the head.

"Thanks," Clementine smiled as she handed Carley back the gun. Learning new concepts so quickly…it reminded her of what joys she used to have in her days at school. Just like Carley who smiled in an effort to hide her innermost sorrows, Clementine smiled in the hopes that she could distract herself from the memories of many of her friends, most of whom were probably dead or walkers.

Knowing all too well that children were used to the concept of performance-and-reward, Carley held Clementine's hands and questioned her. "Hey, Clem, how about another chocolate bar? Chuck seemed to have quite a few in that box of his, and I'm sure he doesn't mind."

"I'm…not too sure. Shouldn't we ask him first?" Clementine asked.

_Hell, this girl's probably got more morals than the rest of us combined_. Carley grinned and looked down, shaking her head.

"You're definitely right, Clem," Carley said, lovingly squeezing Clementine's cheek. "I'll go ask him, shall I?" She turned her head and then spoke to Christa. "I'm going out front. Can you watch her for me?"

"You can count on it," Christa smiled at her, and Clementine quickly scooted over to her and sat on her lap while Carley walked away with a content grin on her face.

Somehow, she had a feeling that everything was going to be alright.

Everything was just going to be –.

"_Clementine, are you there?" _ a muffled-sounding voice suddenly spoke through the walkie-talkie that lay on Clementine's back pocket after it flickered to life with a wave of static noise. The young child froze in fear, not doing as much as take a single breath after the secret she kept from all the others was now being revealed.

The voice continued. _"Anyways, I'm so glad that you're coming here to see me in Savannah. Your parents are here with me, safe and sound in the Marsh House where we're staying. I can't wait to see you soon. Well…until next time…"_

Silence…

Carley's heart sank and slowed to a crawl, then began bulging and beating, gaining in speed with every second that passed until she thought that she would explode with stress.

They were not going to be alone.

"Clem…," she murmured, looking at the stunned child who looked at her with petrified eyes. "…What the hell was that?"

* * *

**A/N:** I liked Omid very much as a character, and couldn't help but put in some Chuck Norris jokes (lol). I'll be sure to write as original a plot for Savannah and Crawford as I can, seeing as I've kept Katjaa alive in my fic. I won't include the events involving the tanker at the bridge where the group originally run into Omid and Christa, since they're already together.

I'm thinking up the plot for my own version of Woodbury as well, and that'll come in the next chapter. Like I said in the previous chapter, I want it to be a damn horrifying place. I'm going to add a certain cannibal who makes the St. John family look like angels by comparison, and frankly he is quite simply going to be a fucked-up guy who hunts down and kills people the Governor dislikes or suspects. He's actually partly inspired by Malo de Vigny from _Amnesia: Justine_. If you ever played that game or even simply YouTubed it and never actually played it (like I did, since I'm a damn chicken when it comes to first-person horror games, heheh), you'll know what I mean.

As always, the more reviews, the more I'm fired up to do as rapid an update as possible. So, until next time!


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